Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | GOLDEN ARROW MERGER CORP |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001841125 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash | $ 80,462 | $ 348,749 | $ 366,612 |
Prepaid expenses | 87,344 | 72,297 | 352,184 |
Total Current Assets | 167,806 | 421,046 | 718,796 |
Investments held in Trust Account | 22,275,986 | 290,646,467 | 287,517,003 |
Total Assets | 22,443,792 | 291,067,513 | 288,235,799 |
Current Liabilities | |||
Accounts payable and accrued expenses | 1,026,855 | 249,489 | 322,074 |
Promissory note – related party | 126,030 | 141,367 | |
Convertible notes – related party | 1,300,000 | 88,850 | |
Income taxes payable | 396,408 | 248,647 | |
Total Current Liabilities | 2,849,293 | 586,986 | 463,441 |
Deferred underwriting fee payable | 10,062,500 | 10,062,500 | 10,062,500 |
Warrant liabilities | 583,333 | 145,833 | 7,284,375 |
Total Liabilities | 13,495,126 | 10,795,319 | 17,810,316 |
Class A Common stock subject to possible redemption | 22,264,717 | 290,357,770 | 287,500,000 |
STOCKHOLDERS’ DEFICIT | |||
Preferred stock | |||
Additional paid-in capital | |||
Accumulated deficit | (13,316,770) | (10,086,295) | (17,075,236) |
Total Stockholders’ Deficit | (13,316,051) | (10,085,576) | (17,074,517) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT | 22,443,792 | 291,067,513 | 288,235,799 |
Class A Common Stock Subject to Possible Redemption | |||
Current Liabilities | |||
Class A Common stock subject to possible redemption | 22,264,717 | 290,357,770 | 287,500,000 |
Class A Common Stock | |||
STOCKHOLDERS’ DEFICIT | |||
Common stock | 705 | ||
Class B Common Stock | |||
STOCKHOLDERS’ DEFICIT | |||
Common stock | $ 14 | $ 719 | $ 719 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
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, issued | |||
Preferred stock, outstanding | |||
Class A Common Stock Subject to Possible Redemption | |||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock subject to possible redemption, shares at a redemption value | 2,100,481 | 28,750,000 | 28,750,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.6 | $ 10.1 | $ 10 |
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 7,047,500 | ||
Common stock, shares outstanding | 7,047,500 | ||
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 140,000 | 7,187,500 | 7,187,500 |
Common stock, shares outstanding | 140,000 | 7,187,500 | 7,187,500 |
Consolidated Condensed Statemen
Consolidated Condensed 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 operational costs | $ 914,406 | $ 411,972 | $ 1,697,700 | $ 914,884 | $ 1,343,799 | $ 1,022,676 |
Loss from operations | (914,406) | (411,972) | (1,697,700) | (914,884) | (1,343,799) | (1,022,676) |
Other income (expense): | ||||||
Transaction costs allocated from initial public offering | (481,824) | |||||
Change in fair value of warrant liabilities | (145,833) | 237,941 | (437,500) | 6,412,286 | 7,138,542 | 6,756,458 |
Change in fair value of convertible notes | 477,730 | 681,130 | 811,150 | |||
Interest income – bank | 2,489 | 6,981 | ||||
Interest earned on investments held in Trust Account | 210,282 | 1,440,695 | 2,981,638 | 1,578,062 | 4,000,465 | 17,003 |
Total other income (expense), net | 66,938 | 2,156,366 | 2,551,119 | 8,671,478 | 11,950,157 | 6,291,637 |
(Loss) income before provision for income taxes | (847,468) | 1,744,394 | 853,419 | 7,756,594 | 10,606,358 | 5,268,961 |
Provision for income taxes | (34,182) | (261,453) | (596,110) | (261,453) | (759,647) | |
Net (loss) income | $ (881,650) | $ 1,482,941 | $ 257,309 | $ 7,495,141 | $ 9,846,711 | $ 5,268,961 |
Class A Common Stock | ||||||
Other income (expense): | ||||||
Basic weighted average shares outstanding (in Shares) | 28,750,000 | 22,191,781 | ||||
Basic net (loss) income per share (in Dollars per share) | $ 0.27 | $ 0.18 | ||||
Diluted weighted average shares outstanding (in Shares) | 28,750,000 | 22,191,781 | ||||
Diluted net income per share (in Dollars per share) | $ 0.27 | $ 0.18 | ||||
Class B Common Stock | ||||||
Other income (expense): | ||||||
Basic weighted average shares outstanding (in Shares) | 7,187,500 | 6,866,438 | ||||
Basic net (loss) income per share (in Dollars per share) | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | $ 0.27 | $ 0.18 |
Diluted weighted average shares outstanding (in Shares) | 140,000 | 7,187,500 | 1,975,557 | 7,187,500 | 7,187,500 | 7,187,500 |
Diluted net income per share (in Dollars per share) | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | $ 0.27 | $ 0.18 |
Class A Common Stock Redeemable Shares | ||||||
Other income (expense): | ||||||
Basic weighted average shares outstanding (in Shares) | 2,100,481 | 28,750,000 | 2,100,481 | 28,750,000 | ||
Basic net (loss) income per share (in Dollars per share) | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | ||
Diluted weighted average shares outstanding (in Shares) | 2,100,481 | 28,750,000 | 2,100,481 | 28,750,000 | ||
Diluted net income per share (in Dollars per share) | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | ||
Class A Common Stock Non-Redeemable Shares | ||||||
Other income (expense): | ||||||
Basic weighted average shares outstanding (in Shares) | 7,047,500 | 28,750,000 | 6,303,233 | 28,750,000 | ||
Basic net (loss) income per share (in Dollars per share) | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | ||
Diluted weighted average shares outstanding (in Shares) | 7,047,500 | 28,750,000 | 6,303,233 | 28,750,000 | ||
Diluted net income per share (in Dollars per share) | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 |
Consolidated Condensed Statem_2
Consolidated Condensed 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 Common Stock | ||||||
Diluted weighted average shares outstanding (in Shares) | 28,750,000 | 22,191,781 | ||||
Diluted net income per share | $ 0.27 | $ 0.18 | ||||
Class A Common Stock Redeemable Shares | ||||||
Diluted weighted average shares outstanding (in Shares) | 2,100,481 | 28,750,000 | 2,100,481 | 28,750,000 | ||
Diluted net income per share | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | ||
Class A Common Stock Non-Redeemable Shares | ||||||
Diluted weighted average shares outstanding (in Shares) | 7,047,500 | 28,750,000 | 6,303,233 | 28,750,000 | ||
Diluted net income per share | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | ||
Class B Common Stock | ||||||
Diluted weighted average shares outstanding (in Shares) | 140,000 | 7,187,500 | 1,975,557 | 7,187,500 | 7,187,500 | 7,187,500 |
Diluted net income per share | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | $ 0.27 | $ 0.18 |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance beginning at Dec. 31, 2020 | |||||
Balance beginning (in Shares) at Dec. 31, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 719 | 24,281 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 7,187,500 | ||||
Accretion for Class A common stock subject to redemption amount | (2,679,281) | (22,344,197) | (25,023,478) | ||
Cash paid in excess of fair value of private warrants | 2,655,000 | 2,655,000 | |||
Net income (loss) | 5,268,961 | 5,268,961 | |||
Balance ending at Dec. 31, 2021 | $ 719 | (17,075,236) | (17,074,517) | ||
Balance ending (in Shares) at Dec. 31, 2021 | 7,187,500 | ||||
Net income (loss) | 3,666,959 | 3,666,959 | |||
Balance ending at Mar. 31, 2022 | $ 719 | (13,408,277) | (13,407,558) | ||
Balance ending (in Shares) at Mar. 31, 2022 | 7,187,500 | ||||
Balance beginning at Dec. 31, 2021 | $ 719 | (17,075,236) | (17,074,517) | ||
Balance beginning (in Shares) at Dec. 31, 2021 | 7,187,500 | ||||
Net income (loss) | 7,495,141 | ||||
Balance ending at Sep. 30, 2022 | $ 719 | (10,563,707) | (10,562,988) | ||
Balance ending (in Shares) at Sep. 30, 2022 | 7,187,500 | ||||
Balance beginning at Dec. 31, 2021 | $ 719 | (17,075,236) | (17,074,517) | ||
Balance beginning (in Shares) at Dec. 31, 2021 | 7,187,500 | ||||
Accretion for Class A common stock subject to redemption amount | (2,857,770) | (2,857,770) | |||
Net income (loss) | 9,846,711 | 9,846,711 | |||
Balance ending at Dec. 31, 2022 | $ 719 | (10,086,295) | (10,085,576) | ||
Balance ending (in Shares) at Dec. 31, 2022 | 7,187,500 | ||||
Balance beginning at Mar. 31, 2022 | $ 719 | (13,408,277) | (13,407,558) | ||
Balance beginning (in Shares) at Mar. 31, 2022 | 7,187,500 | ||||
Net income (loss) | 2,345,241 | 2,345,241 | |||
Balance ending at Jun. 30, 2022 | $ 719 | (11,063,036) | (11,062,317) | ||
Balance ending (in Shares) at Jun. 30, 2022 | 7,187,500 | ||||
Accretion for Class A common stock subject to redemption amount | (983,612) | (983,612) | |||
Net income (loss) | 1,482,941 | 1,482,941 | |||
Balance ending at Sep. 30, 2022 | $ 719 | (10,563,707) | (10,562,988) | ||
Balance ending (in Shares) at Sep. 30, 2022 | 7,187,500 | ||||
Balance beginning at Dec. 31, 2022 | $ 719 | (10,086,295) | (10,085,576) | ||
Balance beginning (in Shares) at Dec. 31, 2022 | 7,187,500 | ||||
Accretion for Class A common stock subject to redemption amount | (1,994,334) | (1,994,334) | |||
Adjustment related to convertible promissory note | (811,150) | (811,150) | |||
Class B common stock converted to class A common stock | $ 705 | $ (705) | |||
Class B common stock converted to class A common stock (in Shares) | 7,047,500 | (7,047,500) | |||
Net income (loss) | 891,866 | 891,866 | |||
Balance ending at Mar. 31, 2023 | $ 705 | $ 14 | (11,999,913) | (11,999,194) | |
Balance ending (in Shares) at Mar. 31, 2023 | 7,047,500 | 140,000 | |||
Balance beginning at Dec. 31, 2022 | $ 719 | (10,086,295) | (10,085,576) | ||
Balance beginning (in Shares) at Dec. 31, 2022 | 7,187,500 | ||||
Net income (loss) | 257,309 | ||||
Balance ending at Sep. 30, 2023 | $ 705 | $ 14 | (13,316,770) | (13,316,051) | |
Balance ending (in Shares) at Sep. 30, 2023 | 7,047,500 | 140,000 | |||
Balance beginning at Mar. 31, 2023 | $ 705 | $ 14 | (11,999,913) | (11,999,194) | |
Balance beginning (in Shares) at Mar. 31, 2023 | 7,047,500 | 140,000 | |||
Accretion for Class A common stock subject to redemption amount | (367,155) | (367,155) | |||
Net income (loss) | 247,093 | 247,093 | |||
Balance ending at Jun. 30, 2023 | $ 705 | $ 14 | (12,119,975) | (12,119,256) | |
Balance ending (in Shares) at Jun. 30, 2023 | 7,047,500 | 140,000 | |||
Accretion for Class A common stock subject to redemption amount | (315,145) | (315,145) | |||
Net income (loss) | (881,650) | (881,650) | |||
Balance ending at Sep. 30, 2023 | $ 705 | $ 14 | $ (13,316,770) | $ (13,316,051) | |
Balance ending (in Shares) at Sep. 30, 2023 | 7,047,500 | 140,000 |
Consolidated Condensed Statem_4
Consolidated Condensed 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 income | $ 257,309 | $ 7,495,141 | $ 9,846,711 | $ 5,268,961 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of convertible notes | (681,130) | (811,150) | ||
Change in fair value of warrant liabilities | 437,500 | (6,412,286) | (7,138,542) | (6,756,458) |
Transaction costs allocated from initial public offering | 481,824 | |||
Interest earned on investments held in Trust Account | (2,981,638) | (1,578,062) | (4,000,465) | (17,003) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (15,047) | 190,899 | 279,888 | (352,184) |
Accounts payable and accrued expenses | 777,365 | (187,083) | (72,585) | 322,074 |
Income taxes payable | 147,761 | 261,453 | 248,647 | |
Net cash used in operating activities | (1,376,750) | (911,068) | (1,647,496) | (1,052,786) |
Cash Flows from Investing Activities: | ||||
Investment of cash into trust Account | (441,105) | (287,500,000) | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 1,023,538 | 871,000 | ||
Cash withdrawn from Trust Account in connection with redemption | 270,769,687 | |||
Net cash provided by investing activities | 271,352,120 | 871,000 | (287,500,000) | |
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid | 281,750,000 | |||
Proceeds from sale of Private Placements Warrants | 7,500,000 | |||
Proceeds from promissory note – related party | 126,030 | 141,367 | ||
Repayment of promissory note – related party | (141,367) | (10,123) | ||
Proceeds from convertible promissory notes – related party | 400,000 | 900,000 | 900,000 | |
Redemption of common stock | (270,769,687) | |||
Payment of offering costs | (486,846) | |||
Net cash (used in) provided by financing activities | (270,243,657) | 900,000 | 758,633 | 288,919,398 |
Net Change in Cash | (268,287) | (11,068) | (17,863) | 366,612 |
Cash – Beginning of period | 348,749 | 366,612 | 366,612 | |
Cash – End of period | 80,462 | 355,544 | 348,749 | 366,612 |
Cash paid for income taxes | $ 448,349 | |||
Non-Cash Investing and Financing Activities: | ||||
Offering costs paid through promissory note | 10,123 | |||
Deferred underwriting fee payable | $ 10,062,500 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Golden Arrow Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on March 16, 2021. On March 19, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. On May 6, 2021, the Company sold 3,750,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit, generating additional gross proceeds of $37,500,000, which is also described in Note 3. The Additional Units were identical to the Units sold pursuant to the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,500,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Golden Arrow Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,750,000, which is described in Note 4. Transaction costs amounted to $16,309,469, consisting of $5,750,000 in cash underwriting fees, $10,062,500 of deferred underwriting fees and $496,969 of other offering costs. Following the closing of the Initial Public Offering on March 19, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if when the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company will have until December 19, 2023 (the “Extended Date”) to complete a Business Combination, unless the Extension is approved by the Company’s stockholders (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Going Concern As of September 30, 2023, the Company had cash of $80,462 and working capital deficit of $2,681,487. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. As of September 30, 2023, the Company withdrew an aggregate of $272 million from the Trust Account to be used for redemption payments in connection with the Extension, Delaware franchise tax, and income tax obligations. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these consolidated condensed financial statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 Extension On March 15, 2023, the Company’s stockholders approved an amendment to its amended and restated certificate of incorporation (as amended, the “charter”) (the “Charter Amendment”). The Charter Amendment extended the date by which the Company has to consummate a business combination for an additional nine months, from March 19, 2023 (the “Termination Date”) to up to December 19, 2023 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until December 19, 2023 or a total of up to nine months after the Termination Date, or such earlier date as determined by the Company’s board of directors, unless the closing of the initial business combination shall have occurred, which is referred to as the “Extension,” and such later date, the “Extended Date”, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the trust account an amount determined by multiplying $0.03 by the number of public shares then outstanding, up to a maximum of $105,000 for each such one -month -interest In connection with the votes to approve the Extension, the holders of 26,649,519 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.16 per share, for an aggregate redemption amount of $270,769,687, leaving $21,467,825 in the Trust Account. On March 16, 2023, the Sponsor voluntarily converted the 7,047,500 shares of Class B common stock it held into 7,047,500 shares of Class A common stock in accordance with the Company’s charter (the “Conversion”). Following the implementation of the Extension and the Conversion, the Company had 9,147,981 shares of Class A common stock outstanding and 140,000 shares of Class B common stock outstanding. As of the date of this Annual Report, the founder shares held by the initial stockholders represent approximately 77.4% of the outstanding shares of common stock. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Golden Arrow Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on March 16, 2021. On March 19, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. On May 6, 2021, the Company sold 3,750,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit, generating additional gross proceeds of $37,500,000, which is also described in Note 3. The Additional Units were identical to the Units sold pursuant to the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,500,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Golden Arrow Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,750,000, which is described in Note 4. Transaction costs amounted to $16,309,469, consisting of $5,750,000 in cash underwriting fees, $10,062,500 of deferred underwriting fees and $496,969 of other offering costs. Following the closing of the Initial Public Offering on March 19, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if when the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company will have until December 19, 2023 (“The Extended Date”) to complete a Business Combination, unless the Extension is approved by the Company’s stockholders (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Going Concern As of December 31, 2022, the Company had cash of $348,749 and working capital deficit of $165,940. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. As of December 31, 2022, the Company withdrew $871,000 of interest income from the Trust Account to be used toward Delaware franchise tax and income tax obligations. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited consolidated condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the unaudited consolidated condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At September 30, 2023 and December 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, the 2,100,481 and 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the consolidated condensed balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 27,881,248 Class A common stock subject to possible redemption, December 31, 2022 290,357,770 Less: Redemption (270,769,687 ) Plus: Accretion of carrying value to redemption value 2,676,634 Class A common stock subject to possible redemption, September 30, 2023 (unaudited) $ 22,264,717 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $15,827,645 were charged against their carrying value upon the completion of the Initial Public Offering, and $481,824 of the offering costs was related to the warrant liabilities and charged to the unaudited consolidated condensed statements of operations. Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815 -40-15 -measurement -Ross-Rubenstein Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited consolidated condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (4.03)% and 18.14% for the three months ended September 30, 2023 and 2022, respectively, 69.85% and 3.51% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in fair value in warrant liability, changes in fair value in the convertible promissory note, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as Class A common stock and Class B Common stock. (Loss) income is shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,583,333 Class A common stock in the aggregate. As of September 30, 2023 and 2022, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class A Class B Class A Class B Class A Class A Class B Class A Class B Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, $ (199,386 ) $ (668,975 ) $ (13,289 ) $ 1,186,353 $ 296,588 $ 52,072 $ 156,261 $ 48,975 $ 5,996,113 $ 1,499,028 Denominator: Basic and diluted weighted average shares outstanding 2,100,481 7,047,500 140,000 28,750,000 7,187,500 2,100,481 6,303,233 1,975,557 28,750,000 7,187,500 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04 $ 0.02 $ 0.02 $ 0.02 $ 0.21 $ 0.21 Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated condensed balance sheets, primarily due to their short -term Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 -06 -06 In June 2016, the FASB issued ASU 2016 -13 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments -13 -13 -13 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited consolidated condensed financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. 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, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, the 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 25,023,478 Class A common stock subject to possible redemption, December 31, 2021 287,500,000 Plus: Accretion of carrying value to redemption value 2,857,770 Class A common stock subject to possible redemption, December 31, 2022 $ 290,357,770 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $15,827,645 were charged against their carrying value upon the completion of the Initial Public Offering, and $481,824 of the offering costs was related to the warrant liabilities and charged to the statement of operations as of December 31, 2021. Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815 -40-15 -measurement -Ross-Rubenstein Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes for the year ended December 31, 2022 was $759,647. The provision for income taxes was deemed to be immaterial for the year ended December 31, 2021. Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as Class A common stock and Class B Common stock. Income is shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,583,333 Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income $ 7,877,369 $ 1,969,342 $ 4,023,674 $ 1,245,052 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 22,191,781 6,866,438 Basic net income per common share $ 0.27 $ 0.27 $ 0.18 $ 0.18 For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Diluted net income per common share Numerator: Allocation of net income $ 7,877,369 $ 1,969,342 $ 3,979,935 $ 1,289,026 Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 22,191,781 7,187,500 Diluted net income per common share $ 0.27 $ 0.27 $ 0.18 $ 0.18 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 Deposit Insurance Corporation coverage limit of $250,000. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 -06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Public Offering [Abstract] | ||
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -third | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -third |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,500,000 Private Placement Warrants, at a price of $1.50 per warrant, or $6,750,000 in the aggregate. On May 6, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 500,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $750,000 in the aggregate, if the over -allotment | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,500,000 Private Placement Warrants, at a price of $1.50 per warrant, or $6,750,000 in the aggregate. On May 6, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 500,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $750,000 in the aggregate, if the over -allotment |
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 In January 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in consideration for the issuance of 7,187,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over -allotment -converted -allotment no The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Promissory Note — Related Party On January 8, 2021, the Company issued a non -interest Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. On February 25, 2022, the Company issued a promissory note to the Sponsor pursuant to which it may borrow up to an aggregate principal amount of $500,000. The promissory note is non -interest -Business -interest -Business price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On March 8, 2023, the Company issued a third promissory note to which it may borrow up to an aggregate principal amount of $750,000. The promissory note is non -interest -Business As of September 30, 2023 and December 31, 2022, there was an aggregate of $1,300,000 and $88,850 outstanding under the three promissory notes (together, the “Convertible Promissory Notes”), respectively. The Convertible Promissory Notes were valued at par value. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In January 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in consideration for the issuance of 7,187,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over -allotment as -converted -allotment no The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Promissory Note — Related Party On January 8, 2021, the Company issued a non -interest Working Capital Loans and Convertible Notes In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there was no amount outstanding. On February 25, 2022, the Company issued a promissory note to the Sponsor pursuant to which it may borrow up to an aggregate principal amount of $500,000. The promissory note is non -interest -Business -interest -Business |
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 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited consolidated condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited consolidated condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on March 16, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights to require the Company to register a sale of any of the securities held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Side Letter Agreements Pursuant to side letter agreements entered into with each of Propoenent LLC and Siddhartha Mukherjee, as compensation for the introduction of the Company to a target company, not previously known to the Company and with which the Company ultimately consummates its initial Business Combination, the Sponsor will either issue a membership interest in the Sponsor representing an economic interest in 100,000 of the Founder Shares or transfer 100,000 of the Founders Shares. As of September 30, 2023 and December 31, 2022, this compensation was deemed to not have been earned. Consulting Agreement On June 20, 2022, the Company entered into an agreement with Jones International Group for consulting services related to a search for a target business. For the three and nine months ended September 30, 2023, the Company incurred $20,500 in these consulting fees. On February 20, 2023, the Company terminated this agreement. | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on March 16, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights to require the Company to register a sale of any of the securities held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Side Letter Agreements Pursuant to side letter agreements entered into with each of Propoenent LLC and Siddhartha Mukherjee, as compensation for the introduction of the Company to a target company, not previously known to the Company and with which the Company ultimately consummates its initial Business Combination, the Sponsor will either issue a membership interest in the Sponsor representing an economic interest in 100,000 of the Founder Shares or transfer 100,000 of the Founders Shares. As of December 31, 2022, this compensation was deemed to not have been earned. Consulting Agreement The Company entered into an agreement with Jones International Group for consulting services related to a search for a target business. For the year ended December 31, 2022, the Company incurred $210,000 in these consulting fees. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -converted -linked -linked | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -converted -linked -linked |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
WARRANTS | NOTE 8. WARRANTS Warrants five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. • • • • -trading 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • • • • • • -day If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked As of September 30, 2023 and December 31, 2022, there were 5,000,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable | NOTE 8. WARRANTS Warrants five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. • • • • -trading 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • • • • • • -day If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked As of December 31, 2022 and 2021, there were 5,000,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ — $ 38,440 Start-up/organization expenses 412,939 172,751 Total deferred tax assets 412,939 211,191 Valuation allowance (412,939 ) (211,191 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: FOR THE YEARS ENDED December 31, December 31, Federal Current $ 759,647 $ — Deferred (201,748 ) (211,191 ) State Current — — Deferred — — Change in valuation allowance 201,748 211,191 Income tax provision $ 759,647 $ — As of December 31, 2022 and 2021, the Company had $0 and $183,047 in U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $201,748 and $211,191, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2022 and 2021 is as follows: FOR THE YEARS ENDED December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (14.1 )% (26.9 )% Transaction costs associated with the Initial Public Offering 0.0 % 1.9 % Change in fair value of convertible promissory note – related party (1.7 )% 0.0 % Change in valuation allowance 1.9 % 4.0 % Income tax provision 7.1 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2023, assets held in the Trust Account were comprised of $22,275,986 in money market funds which are primarily invested in U.S. Treasury securities. During the nine months ended September 30, 2023, the Company withdrew an aggregate of $271,793,225 from the Trust Account be used for redemption payments in connection with the Extension, Delaware franchise tax, and income tax obligations. At December 31, 2022, assets held in the Trust Account were comprised of $290,646,467 in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2022, the Company withdrew $871,000 in interest income from the Trust Account. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its money market investments held in the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Investments held in Trust Account 1 $ 22,275,986 $ 290,646,467 Liabilities: Warrant Liabilities – Public Warrants 2 $ 383,333 $ 95,833 Warrant Liabilities – Private Placement Warrants 3 $ 200,000 $ 50,000 Convertible promissory notes – related party (Note 2) 3 $ n/a $ 88,850 Warrant Liabilities The Warrants were accounted for as liabilities in accordance with ASC 815 -40 For the Private Placement Warrants, the Company utilizes a lattice model, specifically a binomial lattice model incorporating the Cox -Ross-Rubenstein fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share -price -free -free -coupon The key inputs for the binomial lattice model as of September 30, 2023 and December 31, 2022 were as follows: Input As of As of Stock price $ 10.55 $ 10.02 Strike price $ 11.50 $ 11.50 Effective expiration date September 17, 2024 September 17, 2023 Volatility Immaterial 7.0 % Risk-free rate 5.47 % 4.69 % Dividend yield 0.0 % 0.0 % The following tables present the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy as of September 30, 2023 and 2022: Private Fair value as of January 1, 2023 $ 50,000 Change in valuation inputs or other assumptions 200,000 Fair value as of March 31, 2023 250,000 Change in valuation inputs or other assumptions (100,000 ) Fair value as of June 30, 2023 150,000 Change in valuation inputs or other assumptions 50,000 Fair value as of September 30, 2023 $ 200,000 Private Fair value as of January 1, 2022 $ 2,497,500 Change in valuation inputs or other assumptions (1,300,208 ) Fair value as of March 31, 2022 1,197,292 Change in valuation inputs or other assumptions (816,710) Fair value as of June 30, 2022 380,582 Change in valuation inputs or other assumptions (81,580 ) Fair value as of September 30, 2022 $ 299,002 Transfers to/from Levels Convertible Promissory Notes — Related Party The fair value of the option to convert the convertible promissory notes into Private Warrants was valued by utilizing a discounted cash flow method to value the debt component and a Black -Scholes The estimated fair value of the convertible promissory notes was based on the following significant inputs: Input As of Stock price $ 10.02 Strike price $ 11.50 Expiration date of warrants September 17, 2023 Volatility 7.0 % Risk-free rate 4.69 % Dividend yield 0.0 % The following tables present the changes in the fair value of the Level 3 convertible promissory notes: Fair value as of January 1, 2023 $ 88,850 Restatement of Convertible Promissory Note (Note 2) (88,850 ) Fair value as of March 31, 2023 $ — Fair value as of January 1, 2022 $ — Proceeds received through Convertible Promissory Note 500,000 Change in fair value (132,300 ) Fair value as of March 31, 2022 367,700 Change in fair value (71,100 ) Fair value as of June 30, 2022 296,600 Proceeds received through Convertible Promissory Note 400,000 Change in fair value (477,730 ) Fair value as of September 30, 2022 $ 218,870 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2023 and 2022 for the convertible promissory notes. | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2022, assets held in the Trust Account were comprised of $290,646,467 in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2022, the Company withdrew $871,000 in interest income from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $287,517,003 in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its money market investments held in the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, 2021 Assets: Investments held in Trust Account 1 $ 290,646,467 $ 287,517,003 Liabilities: Warrant Liabilities – Public Warrants 1 $ — $ 4,786,875 Warrant Liabilities – Public Warrants 2 $ 95,833 $ — Warrant Liabilities – Private Placement Warrants 3 $ 50,000 $ 2,497,500 Convertible promissory notes – related party 3 $ 88,850 $ — Warrant Liabilities The Warrants were accounted for as liabilities in accordance with ASC 815 -40 For the Private Placement Warrants, the Company utilizes a lattice model, specifically a binomial lattice model incorporating the Cox -Ross-Rubenstein -price -free -free -coupon The key inputs for the binomial lattice model as of December 31, 2022 and 2021 were as follows: Input As of As of Stock price $ 10.02 $ 9.68 Strike price $ 11.50 $ 11.50 Effective expiration date September 17, 2023 August 3, 2026 Volatility 7.0 % 11.3 % Risk-free rate 4.69 % 1.20 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy for the year ended December 31, 2022: Private Placement Fair value as of January 1, 2022 $ 2,497,500 Change in valuation inputs or other assumptions (2,447,500 ) Fair value as of December 31, 2022 $ 50,000 The following table presents the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy for the year ended December 31, 2021: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 19, 2021 4,500,000 8,333,333 12,833,333 Initial measurement, over-allotment 345,000 862,500 1,207,500 Change in valuation inputs or other assumptions (2,347,500 ) (1,241,666 ) (3,589,166 ) Transfers to Level 1 — (7,954,167 ) (7,954,167 ) Fair value as of December 31, 2021 $ 2,497,500 $ — $ 2,497,500 Transfers to/from Levels Convertible Promissory Notes — Related Party The fair value of the option to convert the convertible promissory notes into Private Warrants was valued by utilizing a discounted cash flow method to value the debt component and a Black -Scholes The estimated fair value of the convertible promissory notes was based on the following significant inputs: Input February 25, August 26, September 8, As of Stock price $ 9.70 $ 9.80 $ 9.81 $ 10.02 Strike price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Expiration date of warrants September 19, 2027 June 17, 2024 June 17, 2024 September 17, 2023 Volatility 8.4 % 7.2 6.6 % 7.0 % Risk-free rate 1.88 % 3.34 % 3.48 % 4.69 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % The following table presents the changes in the fair value of the Level 3 convertible promissory notes: Fair value as of January 1, 2022 $ — Proceeds received through Convertible Promissory Note 900,000 Change in fair value (811,150 ) Fair value as of December 31, 2022 $ 88,850 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2022 for the convertible promissory notes. |
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 consolidated condensed balance sheet date up to the date that the unaudited consolidated condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the unaudited consolidated condensed financial statements. Proposed Business Combination On October 4, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Beam Merger Sub, Inc., incorporated on September 19, 2023, a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”) and Bolt Threads, Inc., a Delaware corporation (“Bolt Threads”). Pursuant to the Business Combination Agreement, the parties will consummate a business combination transaction pursuant to which Merger Sub will merge with and into Bolt Threads, with Bolt Threads surviving the merger as a wholly -owned The proposed Business Combination is expected to be consummated after receipt of the required approvals by the stockholders of the Company and Bolt Threads and the satisfaction or waiver of certain other customary conditions. The aggregate equity consideration to be paid to Bolt Threads’ stockholders and optionholders in the Business Combination will be equal to the quotient of (i) $250,000,000 (the “Equity Value”) divided by (ii) $10.00. The Business Combination Agreement provides that, in connection with the Closing, New GAMC, certain stockholders of Bolt Threads, the Sponsor and certain stockholders of the Company will enter into an amended and restated registration rights and lock -up -up Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”), including the Sponsor, entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement up to 2,734,433 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of up to $27,344,330 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Business Combination and will be consummated immediately prior to or substantially concurrently with the Closing. The shares of Class A Common Stock to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. Pursuant to the PIPE Subscription Agreement executed by the Sponsor, the Sponsor has agreed to purchase 800,000 shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $8,000,000. However, the number of subscribed shares to be purchased thereunder by the Sponsor will be reduced by the number of shares of Class A common stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by the Company and Bolt Threads at any time from the date of the execution of the agreement up to immediately prior to the expiration of such redemption period. In connection with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Bolt Threads. Pursuant to the Sponsor Support Agreement, the Sponsor has, among other things, agreed to vote all of its shares of the Company’s capital stock in favor of the approval of the Transactions. In addition, the Sponsor has agreed that 1,437,500 shares of New GAMC common stock issued in connection with the IPO (the “Sponsor Shares”) will be unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, (i) the volume weighted average price of New GAMC common stock equals or exceeds $12.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty trading days within a period of thirty consecutive trading days or (ii) there is a change of control of the Company. Any Sponsor Shares that remain unvested after the fifth anniversary of the Closing will be forfeited. The Sponsor Support Agreement will terminate upon the earliest of (i) the effective time of the Merger, (ii) the termination of the Business Combination Agreement if the Closing does not occur, and (iii) the written agreement of the parties terminating the Sponsor Support Agreement. In connection with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with Bolt Threads and certain stockholders of Bolt Threads pursuant to which such stockholders have, among other things, agreed to vote to adopt and approve, upon the registration statement on Form S -4 Proposed Second Extension On November 2, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14A relating to a special meeting of stockholders that is anticipated to be held in December 2023 to approve an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Charter Amendment”) which would, if implemented, allow the Company to extend the date by which it has to consummate a Business Combination (the “Proposed Second Extension”) for an additional nine months, from December 19, 2023 to September 19, 2024, or such earlier date as determined by the Board (such later date, the “Extended Date”, and such proposal, the “Charter Amendment Proposal”). | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 3, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14A relating to a special meeting in lieu of annual meeting of stockholders to approve an amendment to the Company’s amended and restated certificate of incorporation which would, if implemented, allow the Company to extend the date by which it has to consummate a Business Combination (the “Extension”) for an additional 12 months, from March 19, 2023 to March 19, 2024, or such earlier date as determined by the board of directors (such later date, the “Extended Date”). The Company will also seek stockholder approval to amend the Trust Agreement to change the date on which the trustee must commence liquidation of the Trust Account to the Extended Date. On March 15, 2023, the Company’s stockholders approved an amendment to its amended and restated certificate of incorporation (as amended, the “charter”) (the “Charter Amendment”). The Charter Amendment extended the date by which the Company has to consummate a business combination for an additional nine months, from March 19, 2023 (the “Termination Date”) to up to December 19, 2023 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until December 19, 2023 or a total of up to nine months after the Termination Date, or such earlier date as determined by the Company’s board of directors, unless the closing of the initial business combination shall have occurred, which is referred to as the “Extension,” and such later date, the “Extended Date”, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the trust account an amount determined by multiplying $0.03 by the number of public shares then outstanding, up to a maximum of $105,000 for each such one -month -interest In connection with the votes to approve the Extension, the holders of 26,649,519 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.16 per share, for an aggregate redemption amount of approximately $270,869,315, leaving approximately $21,349,573 in the trust account. On March 16, 2023, the Sponsor voluntarily converted the 7,047,500 shares of Class B common stock it held into 7,047,500 shares of Class A common stock in accordance with the Company’s charter (the “Conversion”). Following the implementation of the Extension and the Conversion, the Company had 9,147,981 shares of Class A common stock outstanding and 140,000 shares of Class B common stock outstanding. As of the date of this Annual Report, the founder shares held by the initial stockholders represent approximately 77.4% of the outstanding shares of common stock. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited consolidated condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K | Basis of Presentation |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited consolidated condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. 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, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. | Investments held in Trust Account At December 31, 2022 and 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, the 2,100,481 and 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the consolidated condensed balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 27,881,248 Class A common stock subject to possible redemption, December 31, 2022 290,357,770 Less: Redemption (270,769,687 ) Plus: Accretion of carrying value to redemption value 2,676,634 Class A common stock subject to possible redemption, September 30, 2023 (unaudited) $ 22,264,717 | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, the 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 25,023,478 Class A common stock subject to possible redemption, December 31, 2021 287,500,000 Plus: Accretion of carrying value to redemption value 2,857,770 Class A common stock subject to possible redemption, December 31, 2022 $ 290,357,770 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $15,827,645 were charged against their carrying value upon the completion of the Initial Public Offering, and $481,824 of the offering costs was related to the warrant liabilities and charged to the unaudited consolidated condensed statements of operations. | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $15,827,645 were charged against their carrying value upon the completion of the Initial Public Offering, and $481,824 of the offering costs was related to the warrant liabilities and charged to the statement of operations as of December 31, 2021. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815 -40-15 -measurement -Ross-Rubenstein | Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815 -40-15 -measurement -Ross-Rubenstein |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited consolidated condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (4.03)% and 18.14% for the three months ended September 30, 2023 and 2022, respectively, 69.85% and 3.51% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in fair value in warrant liability, changes in fair value in the convertible promissory note, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes for the year ended December 31, 2022 was $759,647. The provision for income taxes was deemed to be immaterial for the year ended December 31, 2021. |
Net (Loss) Income per Common Share | Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as Class A common stock and Class B Common stock. (Loss) income is shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,583,333 Class A common stock in the aggregate. As of September 30, 2023 and 2022, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class A Class B Class A Class B Class A Class A Class B Class A Class B Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, $ (199,386 ) $ (668,975 ) $ (13,289 ) $ 1,186,353 $ 296,588 $ 52,072 $ 156,261 $ 48,975 $ 5,996,113 $ 1,499,028 Denominator: Basic and diluted weighted average shares outstanding 2,100,481 7,047,500 140,000 28,750,000 7,187,500 2,100,481 6,303,233 1,975,557 28,750,000 7,187,500 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04 $ 0.02 $ 0.02 $ 0.02 $ 0.21 $ 0.21 | Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as Class A common stock and Class B Common stock. Income is shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,583,333 Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income $ 7,877,369 $ 1,969,342 $ 4,023,674 $ 1,245,052 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 22,191,781 6,866,438 Basic net income per common share $ 0.27 $ 0.27 $ 0.18 $ 0.18 For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Diluted net income per common share Numerator: Allocation of net income $ 7,877,369 $ 1,969,342 $ 3,979,935 $ 1,289,026 Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 22,191,781 7,187,500 Diluted net income per common share $ 0.27 $ 0.27 $ 0.18 $ 0.18 |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated condensed balance sheets, primarily due to their short -term Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 -06 -06 In June 2016, the FASB issued ASU 2016 -13 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments -13 -13 -13 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited consolidated condensed financial statements. | 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 Deposit Insurance Corporation coverage limit of $250,000. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated condensed balance sheets, primarily due to their short -term | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 -06 -06 In June 2016, the FASB issued ASU 2016 -13 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments -13 -13 -13 | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 -06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Class A Common Stock Reflected in the Consolidated Condensed Balance Sheet | At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the consolidated condensed balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 27,881,248 Class A common stock subject to possible redemption, December 31, 2022 290,357,770 Less: Redemption (270,769,687 ) Plus: Accretion of carrying value to redemption value 2,676,634 Class A common stock subject to possible redemption, September 30, 2023 (unaudited) $ 22,264,717 | At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 25,023,478 Class A common stock subject to possible redemption, December 31, 2021 287,500,000 Plus: Accretion of carrying value to redemption value 2,857,770 Class A common stock subject to possible redemption, December 31, 2022 $ 290,357,770 |
Schedule of Basic and Diluted Net (Loss) Income Per Common Share | The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class A Class B Class A Class B Class A Class A Class B Class A Class B Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, $ (199,386 ) $ (668,975 ) $ (13,289 ) $ 1,186,353 $ 296,588 $ 52,072 $ 156,261 $ 48,975 $ 5,996,113 $ 1,499,028 Denominator: Basic and diluted weighted average shares outstanding 2,100,481 7,047,500 140,000 28,750,000 7,187,500 2,100,481 6,303,233 1,975,557 28,750,000 7,187,500 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04 $ 0.02 $ 0.02 $ 0.02 $ 0.21 $ 0.21 | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income $ 7,877,369 $ 1,969,342 $ 4,023,674 $ 1,245,052 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 22,191,781 6,866,438 Basic net income per common share $ 0.27 $ 0.27 $ 0.18 $ 0.18 For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Diluted net income per common share Numerator: Allocation of net income $ 7,877,369 $ 1,969,342 $ 3,979,935 $ 1,289,026 Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 22,191,781 7,187,500 Diluted net income per common share $ 0.27 $ 0.27 $ 0.18 $ 0.18 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ — $ 38,440 Start-up/organization expenses 412,939 172,751 Total deferred tax assets 412,939 211,191 Valuation allowance (412,939 ) (211,191 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provision | The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: FOR THE YEARS ENDED December 31, December 31, Federal Current $ 759,647 $ — Deferred (201,748 ) (211,191 ) State Current — — Deferred — — Change in valuation allowance 201,748 211,191 Income tax provision $ 759,647 $ — |
Schedule of Reconciliation of the Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2022 and 2021 is as follows: FOR THE YEARS ENDED December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (14.1 )% (26.9 )% Transaction costs associated with the Initial Public Offering 0.0 % 1.9 % Change in fair value of convertible promissory note – related party (1.7 )% 0.0 % Change in valuation allowance 1.9 % 4.0 % Income tax provision 7.1 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Investments held in Trust Account 1 $ 22,275,986 $ 290,646,467 Liabilities: Warrant Liabilities – Public Warrants 2 $ 383,333 $ 95,833 Warrant Liabilities – Private Placement Warrants 3 $ 200,000 $ 50,000 Convertible promissory notes – related party (Note 2) 3 $ n/a $ 88,850 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, 2021 Assets: Investments held in Trust Account 1 $ 290,646,467 $ 287,517,003 Liabilities: Warrant Liabilities – Public Warrants 1 $ — $ 4,786,875 Warrant Liabilities – Public Warrants 2 $ 95,833 $ — Warrant Liabilities – Private Placement Warrants 3 $ 50,000 $ 2,497,500 Convertible promissory notes – related party 3 $ 88,850 $ — |
Schedule of Key Inputs for the Binomial Lattice Model | The key inputs for the binomial lattice model as of September 30, 2023 and December 31, 2022 were as follows: Input As of As of Stock price $ 10.55 $ 10.02 Strike price $ 11.50 $ 11.50 Effective expiration date September 17, 2024 September 17, 2023 Volatility Immaterial 7.0 % Risk-free rate 5.47 % 4.69 % Dividend yield 0.0 % 0.0 % Input As of Stock price $ 10.02 Strike price $ 11.50 Expiration date of warrants September 17, 2023 Volatility 7.0 % Risk-free rate 4.69 % Dividend yield 0.0 % | The key inputs for the binomial lattice model as of December 31, 2022 and 2021 were as follows: Input As of As of Stock price $ 10.02 $ 9.68 Strike price $ 11.50 $ 11.50 Effective expiration date September 17, 2023 August 3, 2026 Volatility 7.0 % 11.3 % Risk-free rate 4.69 % 1.20 % Dividend yield 0.0 % 0.0 % |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following tables present the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy as of September 30, 2023 and 2022: Private Fair value as of January 1, 2023 $ 50,000 Change in valuation inputs or other assumptions 200,000 Fair value as of March 31, 2023 250,000 Change in valuation inputs or other assumptions (100,000 ) Fair value as of June 30, 2023 150,000 Change in valuation inputs or other assumptions 50,000 Fair value as of September 30, 2023 $ 200,000 Private Fair value as of January 1, 2022 $ 2,497,500 Change in valuation inputs or other assumptions (1,300,208 ) Fair value as of March 31, 2022 1,197,292 Change in valuation inputs or other assumptions (816,710) Fair value as of June 30, 2022 380,582 Change in valuation inputs or other assumptions (81,580 ) Fair value as of September 30, 2022 $ 299,002 Fair value as of January 1, 2023 $ 88,850 Restatement of Convertible Promissory Note (Note 2) (88,850 ) Fair value as of March 31, 2023 $ — Fair value as of January 1, 2022 $ — Proceeds received through Convertible Promissory Note 500,000 Change in fair value (132,300 ) Fair value as of March 31, 2022 367,700 Change in fair value (71,100 ) Fair value as of June 30, 2022 296,600 Proceeds received through Convertible Promissory Note 400,000 Change in fair value (477,730 ) Fair value as of September 30, 2022 $ 218,870 | The following table presents the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy for the year ended December 31, 2022: Private Placement Fair value as of January 1, 2022 $ 2,497,500 Change in valuation inputs or other assumptions (2,447,500 ) Fair value as of December 31, 2022 $ 50,000 Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 19, 2021 4,500,000 8,333,333 12,833,333 Initial measurement, over-allotment 345,000 862,500 1,207,500 Change in valuation inputs or other assumptions (2,347,500 ) (1,241,666 ) (3,589,166 ) Transfers to Level 1 — (7,954,167 ) (7,954,167 ) Fair value as of December 31, 2021 $ 2,497,500 $ — $ 2,497,500 |
Schedule of Estimated Fair Value of the Convertible Promissory Notes | The estimated fair value of the convertible promissory notes was based on the following significant inputs: Input February 25, August 26, September 8, As of Stock price $ 9.70 $ 9.80 $ 9.81 $ 10.02 Strike price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Expiration date of warrants September 19, 2027 June 17, 2024 June 17, 2024 September 17, 2023 Volatility 8.4 % 7.2 6.6 % 7.0 % Risk-free rate 1.88 % 3.34 % 3.48 % 4.69 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % | |
Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Notes | The following table presents the changes in the fair value of the Level 3 convertible promissory notes: Fair value as of January 1, 2022 $ — Proceeds received through Convertible Promissory Note 900,000 Change in fair value (811,150 ) Fair value as of December 31, 2022 $ 88,850 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 16, 2023 | May 06, 2021 | Mar. 19, 2021 | Mar. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Per share price (in Dollars per share) | $ 10 | $ 10 | $ 1.5 | ||||||||
Gross proceed | $ 287,500,000 | $ 287,500,000 | |||||||||
Generating gross proceeds | 7,500,000 | ||||||||||
Transaction costs | $ 16,309,469 | $ 16,309,469 | 16,309,469 | ||||||||
Cash underwriting fees | 5,750,000 | 5,750,000 | |||||||||
Deferred underwriting fees | 10,062,500 | 10,062,500 | |||||||||
Other offering costs | $ 496,969 | $ 496,969 | $ 496,969 | ||||||||
Percentage held in trust account | 80% | 80% | |||||||||
Public share price per share (in Dollars per share) | $ 10 | ||||||||||
Aggregate of share sold, percentage | 15% | 15% | |||||||||
Redemption of public shares percentage | 100% | 100% | |||||||||
Net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||||||
Initial public offering price per Unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||
Public per share (in Dollars per share) | $ 10 | $ 10 | |||||||||
Cash | $ 80,462 | $ 355,544 | $ 80,462 | $ 355,544 | $ 348,749 | $ 366,612 | |||||
Working capital deficit | 2,681,487 | 165,940 | |||||||||
Interest income | 2,489 | $ 6,981 | |||||||||
Public share price per share (in Dollars per share) | $ 10 | ||||||||||
Amount withdraw from trust account | $ 272,000,000 | ||||||||||
Aggregate redemption amount | $ 270,769,687 | 270,769,687 | |||||||||
Trust account | $ 21,467,825 | $ 21,349,573 | |||||||||
Percentage of outstanding share | 77.40% | ||||||||||
Initial Public Offering [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Per share price (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||
Gross proceed | $ 250,000,000 | ||||||||||
Share issued (in Shares) | 3,750,000 | ||||||||||
Additional Units [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Per share price (in Dollars per share) | $ 10 | ||||||||||
Gross proceed | $ 37,500,000 | ||||||||||
Share issued (in Shares) | 3,750,000 | ||||||||||
Private Placement [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Per share price (in Dollars per share) | $ 1.5 | $ 1.5 | $ 1.5 | ||||||||
Sale of warrants (in Shares) | 4,500,000 | 4,500,000 | 4,500,000 | ||||||||
Generating gross proceeds | $ 6,750,000 | $ 6,750,000 | |||||||||
Class A Common Stock [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Per share price (in Dollars per share) | $ 10 | $ 10 | |||||||||
Excerised share (in Shares) | 9,147,981 | 26,649,519 | |||||||||
Class A Common Stock [Member] | Rights [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Redemption price per share (in Dollars per share) | $ 10.16 | $ 10.16 | |||||||||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Consumated shares (in Shares) | 25,000,000 | 25,000,000 | |||||||||
Per share price (in Dollars per share) | $ 10 | $ 10 | |||||||||
Gross proceed | $ 250,000,000 | ||||||||||
Class A Common Stock [Member] | Sponsor [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Excerised share (in Shares) | 7,047,500 | ||||||||||
Class B Common Stock [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Excerised share (in Shares) | 140,000 | ||||||||||
Class B Common Stock [Member] | Sponsor [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Excerised share (in Shares) | 7,047,500 | ||||||||||
Trust Account [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Public per share (in Dollars per share) | 10 | $ 10 | |||||||||
Sponsor [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Public per share (in Dollars per share) | $ 0.03 | ||||||||||
Business Combination [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Post business combination percentage | 50% | 50% | 50% | ||||||||
Initial business combination | $ 105,000 | ||||||||||
Trust Account [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Interest income | $ 871,000,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - 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 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Federal depository insurance corporation (in Dollars) | $ 250,000 | |||||
Insured limit amount (in Dollars) | $ 250,000 | $ 250,000 | $ 250,000 | |||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | (4.03%) | 18.14% | 69.85% | 3.51% | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% | 21% | 21% | 21% |
IPO [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Offering costs amount (in Dollars) | $ 15,827,645 | $ 15,827,645 | ||||
Class A Common Stock Subject To Possible Redemption [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Shares subject to subject to possible redemption (in Shares) | 2,100,481 | 2,100,481 | 28,750,000 | 28,750,000 | ||
Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Purchase to share (in Shares) | 14,583,333 | |||||
Purchase of shares (in Shares) | 14,583,333 | |||||
Warrant [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Offering costs amount (in Dollars) | $ 481,824 | $ 481,824 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected in the Consolidated Condensed Balance Sheet - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class A Common Stock Reflected in the Condensed Balance Sheet [Abstract] | |||
Gross proceeds | $ 287,500,000 | $ 287,500,000 | |
Less: | |||
Proceeds allocated to Public Warrants | (9,195,833) | (9,195,833) | |
Class A common stock issuance costs | (15,827,645) | (15,827,645) | |
Plus: | |||
Accretion of carrying value to redemption value | 27,881,248 | 25,023,478 | |
Class A common stock subject to possible redemption | $ 22,264,717 | 290,357,770 | $ 287,500,000 |
Previously Reported [Member] | |||
Plus: | |||
Accretion of carrying value to redemption value | $ 2,676,634 | $ 2,857,770 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Common 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 [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 7,877,369 | $ 4,023,674 | ||||
Denominator: | ||||||
Basic weighted average shares outstanding | 28,750,000 | 22,191,781 | ||||
Basic net income per common share | $ 0.27 | $ 0.18 | ||||
Numerator: | ||||||
Allocation of net income | $ 7,877,369 | $ 3,979,935 | ||||
Denominator: | ||||||
Diluted weighted average shares outstanding | 28,750,000 | 28,750,000 | 28,750,000 | 22,191,781 | ||
Diluted net income per common share | $ 0.27 | $ 0.18 | ||||
Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 1,969,342 | $ 1,245,052 | ||||
Denominator: | ||||||
Basic weighted average shares outstanding | 7,187,500 | 6,866,438 | ||||
Basic net income per common share | $ 0.27 | $ 0.18 | ||||
Numerator: | ||||||
Allocation of net income | $ 1,969,342 | $ 1,289,026 | ||||
Denominator: | ||||||
Diluted weighted average shares outstanding | 140,000 | 7,187,500 | 1,975,557 | 7,187,500 | 7,187,500 | 7,187,500 |
Diluted net income per common share | $ 0.27 | $ 0.18 |
Public Offering (Details)
Public Offering (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | May 06, 2021 | Mar. 19, 2021 | |
Public Offering [Line Items] | ||||
Public offering description | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). | ||
Additional unit, price per share | $ 10 | $ 1.5 | ||
IPO [Member] | ||||
Public Offering [Line Items] | ||||
Units issued | 25,000,000 | 25,000,000 | ||
Price per share | $ 10 | $ 10 | ||
Additional units | 3,750,000 | |||
Additional unit, price per share | $ 10 | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 06, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Line Items] | ||||
Aggregate amount (in Dollars) | $ 7,500,000 | |||
Private Placement Warrants [Member] | ||||
Private Placement [Line Items] | ||||
Purchased an aggregate of shares (in Shares) | 4,500,000 | |||
Price per share | $ 1.5 | $ 1.5 | ||
Aggregate amount (in Dollars) | $ 6,750,000 | |||
Additional units (in Shares) | 500,000 | |||
Over-Allotment Option [Member] | ||||
Private Placement [Line Items] | ||||
Aggregate amount (in Dollars) | $ 750,000 | |||
Private Placement Warrants [Member] | ||||
Private Placement [Line Items] | ||||
Purchased an aggregate of shares (in Shares) | 4,500,000 | 4,500,000 | ||
Price per share | $ 1.5 | |||
Aggregate amount (in Dollars) | $ 6,750,000 | $ 6,750,000 | ||
Class A Common Stock [Member] | ||||
Private Placement [Line Items] | ||||
Exercise price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 08, 2023 | Aug. 26, 2022 | Feb. 25, 2022 | Jan. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 06, 2021 | Jan. 08, 2021 | |
Related Party Transactions [Line Items] | ||||||||||||
Issued and outstanding common stock percentage | 20% | |||||||||||
Shares subject to forfeiture (in Shares) | ||||||||||||
Aggregate principal amount | $ 400,000 | $ 500,000 | $ 200,000 | |||||||||
Outstanding promissory note | $ 126,030 | $ 0 | $ 141,367 | |||||||||
Working capital loan outstanding | $ 0 | 0 | ||||||||||
Price per warrant (in Dollars per share) | $ 10 | $ 10 | $ 1.5 | |||||||||
Outstanding under convertible promissory note | $ 1,300,000 | $ 1,300,000 | $ 900,000 | |||||||||
Change in fair value of convertible promissory note | $ (477,730) | $ (681,130) | $ (811,150) | |||||||||
Exceed warrant (in Shares) | 1,000,000 | 1,000,000 | ||||||||||
Warrant [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | |||||||||||
Price of warrant (in Dollars per share) | $ 1.5 | $ 1.5 | $ 1.5 | |||||||||
Promissory Note With Related Party [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Aggregate principal amount | $ 500,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Outstanding under convertible promissory note | $ 88,850 | |||||||||||
Convertible Promissory Notes [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Outstanding under convertible promissory note | $ 0 | |||||||||||
Change in fair value of convertible promissory note | 88,850 | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Sponsor paid | $ 25,000 | |||||||||||
Shares subject to forfeiture (in Shares) | ||||||||||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Issuance shares (in Shares) | 7,187,500 | |||||||||||
Subject to forfeiture (in Shares) | 937,500 | |||||||||||
Issued and outstanding common stock percentage | 20% | |||||||||||
Exceed price per share (in Dollars per share) | $ 12 | $ 12 | ||||||||||
Related Party Loans [Member] | Working Capital Loan [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Conversion amount | $ 1,500,000 | $ 1,500,000 | ||||||||||
Convertible Promissory Note With Related Party [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Aggregate principal amount | $ 750,000 | $ 400,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Aug. 16, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||||
U.S. federal excise tax, percentage | 1% | |||
Fair market value, percentage | 1% | |||
Underwriting fee price per unit (in Dollars per share) | $ 0.35 | $ 0.35 | $ 0.35 | |
Aggregate value | $ 10,062,500 | $ 10,062,500 | $ 10,062,500 | |
Economic interest (in Shares) | 100,000 | 100,000 | 100,000 | |
Founders shares (in Shares) | 100,000 | 100,000 | 100,000 | |
Consulting fees | $ 3 | $ 210,000 | ||
Consulting fees | $ 20,500 | $ 20,500 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Percentage of conversion basis | 20% | ||
Class A Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one | one | |
Common stock, shares issued | 7,047,500 | ||
Common stock, shares outstanding | 7,047,500 | ||
Class A Common Stock [Member] | Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock, shares issued | 2,100,481 | ||
Common stock, shares outstanding | 28,750,000 | ||
Class A Common Stock Subject To Possible Redemption [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock, shares issued | 2,100,481 | 28,750,000 | 28,750,000 |
Class B Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one | one | |
Common stock, shares issued | 140,000 | 7,187,500 | 7,187,500 |
Common stock, shares outstanding | 140,000 | 7,187,500 | 7,187,500 |
Business Combination [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Total number of all shares percentage | 20% |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants [Line Items] | |||
Public warrants outstanding (in Shares) | 9,583,333 | 9,583,333 | 9,583,333 |
Warrant expire term | 5 years | 5 years | |
Warrant [Member] | |||
Warrants [Line Items] | |||
Market value and newly issued price percentage | 115% | ||
Minimum [Member] | |||
Warrants [Line Items] | |||
Redemption trigger price per share | $ 10 | ||
Maximum [Member] | |||
Warrants [Line Items] | |||
Market value and newly issued price percentage | 180% | ||
Redemption trigger price per share | $ 18 | ||
Private Placement Warrants [Member] | |||
Warrants [Line Items] | |||
Warrants outstanding (in Shares) | 5,000,000 | 5,000,000 | 5,000,000 |
Note Warrant [Member] | |||
Warrants [Line Items] | |||
Market value and newly issued price percentage | 115% | ||
Class A Common Stock [Member] | |||
Warrants [Line Items] | |||
Redemption of warrant | $ 10 | $ 10 | |
Warrant price per shares | 0.1 | 0.1 | |
Class A Common Stock [Member] | Redemption of Warrants [Member] | |||
Warrants [Line Items] | |||
Redemption of warrant | 18 | 18 | |
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||
Warrants [Line Items] | |||
Redemption of warrant | 18 | 18 | |
Warrant price per shares | 0.01 | 0.01 | |
Class A Common Stock [Member] | Note Warrant [Member] | |||
Warrants [Line Items] | |||
Redemption of warrant | $ 10 | $ 10 | |
Minimum [Member] | |||
Warrants [Line Items] | |||
Market value and newly issued price percentage | 100% | 100% | |
Redemption trigger price per share | $ 10 | ||
Maximum [Member] | |||
Warrants [Line Items] | |||
Market value and newly issued price percentage | 180% | ||
Redemption trigger price per share | $ 18 | ||
Business Combination [Member] | |||
Warrants [Line Items] | |||
Business Combination issue price per share | $ 9.2 | $ 9.2 | |
Total equity proceeds, percentage | 60% | 60% | |
Business Combination [Member] | Class A Common Stock [Member] | |||
Warrants [Line Items] | |||
Business Combination issue price per share | $ 9.2 | $ 9.2 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 0 | $ 183,047 |
Valuation allowance | $ 201,748 | $ 211,191 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforward | $ 38,440 | |
Start-up/organization expenses | 412,939 | 172,751 |
Total deferred tax assets | 412,939 | 211,191 |
Valuation allowance | (412,939) | (211,191) |
Deferred tax assets, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Income Tax Provision - 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 | |
Federal | ||||||
Current | $ 759,647 | |||||
Deferred | (201,748) | (211,191) | ||||
State | ||||||
Current | ||||||
Deferred | ||||||
Change in valuation allowance | 201,748 | 211,191 | ||||
Income tax provision | $ 34,182 | $ 261,453 | $ 596,110 | $ 261,453 | $ 759,647 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Reconciliation of the Federal Income Tax Rate | 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 | |
Schedule Of Reconciliation Of The Federal Income Tax Rate Abstract | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% | ||||
Change in fair value of warrants | (14.10%) | (26.90%) | ||||
Transaction costs associated with the Initial Public Offering | 0% | 1.90% | ||||
Change in fair value of convertible promissory note – related party | (1.70%) | 0% | ||||
Change in valuation allowance | 1.90% | 4% | ||||
Income tax provision | 7.10% | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||
Asset held in trust | $ 22,275,986 | $ 290,646,467 | $ 287,517,003 |
Fair value measurement | $ 7,954,167 | ||
Redemption payment | 271,793,225 | ||
Dividend | $ 0 | ||
UNITED STATES | |||
Fair Value Measurements (Details) [Line Items] | |||
Interest income | $ 871,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | |||
Investments held in Trust Account | $ 22,275,986 | $ 290,646,467 | $ 287,517,003 |
Level 1 [Member] | Public Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | |||
Warrant Liabilities | 4,786,875 | ||
Level 2 [Member] | Public Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | |||
Warrant Liabilities | 383,333 | 95,833 | |
Level 3 [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | |||
Convertible promissory notes – related party | 88,850 | ||
Level 3 [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | |||
Warrant Liabilities | $ 200,000 | $ 50,000 | $ 2,497,500 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Key Inputs for the Binomial Lattice Model | 12 Months Ended | ||
Dec. 31, 2022 $ / shares $ / item | Dec. 31, 2021 $ / shares $ / item | Sep. 30, 2023 $ / shares | |
Schedule Of Key Inputs For The Binomial Lattice Model Abstract | |||
Stock price (in Dollars per share) | $ / shares | $ 10.02 | $ 9.68 | $ 10 |
Strike price | $ / item | 11.5 | 11.5 | |
Effective expiration date | Sep. 17, 2023 | Aug. 03, 2026 | |
Volatility | 7% | 11.30% | |
Risk-free rate | 4.69% | 1.20% | |
Dividend yield | 0% | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Member] | ||||||||
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items] | ||||||||
Fair value at beginning | $ 150,000 | $ 250,000 | $ 50,000 | $ 380,582 | $ 1,197,292 | $ 2,497,500 | $ 2,497,500 | |
Initial measurement on March 19, 2021 | 4,500,000 | |||||||
Initial measurement, over-allotment | 345,000 | |||||||
Change in valuation inputs or other assumptions | 50,000 | (100,000) | 200,000 | (81,580) | (816,710) | (1,300,208) | (2,447,500) | (2,347,500) |
Transfers to Level 1 | ||||||||
Fair value at ending | $ 200,000 | $ 150,000 | $ 250,000 | $ 299,002 | $ 380,582 | 1,197,292 | 50,000 | 2,497,500 |
Public [Member] | ||||||||
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items] | ||||||||
Fair value at beginning | ||||||||
Initial measurement on March 19, 2021 | 8,333,333 | |||||||
Initial measurement, over-allotment | 862,500 | |||||||
Change in valuation inputs or other assumptions | (1,241,666) | |||||||
Transfers to Level 1 | (7,954,167) | |||||||
Fair value at ending | ||||||||
Warrant [Member] | ||||||||
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items] | ||||||||
Fair value at beginning | $ 2,497,500 | $ 2,497,500 | ||||||
Initial measurement on March 19, 2021 | 12,833,333 | |||||||
Initial measurement, over-allotment | 1,207,500 | |||||||
Change in valuation inputs or other assumptions | (3,589,166) | |||||||
Transfers to Level 1 | (7,954,167) | |||||||
Fair value at ending | $ 2,497,500 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Estimated Fair Value of the Convertible Promissory Notes - Convertible Promissory Notes [Member] | 1 Months Ended | 12 Months Ended | ||
Sep. 08, 2022 $ / shares $ / item | Aug. 26, 2022 $ / shares $ / item | Feb. 25, 2022 $ / shares $ / item | Dec. 31, 2022 $ / shares $ / item | |
Fair Value Measurements (Details) - Schedule of Estimated Fair Value of the Convertible Promissory Notes [Line Items] | ||||
Stock price (in Dollars per share) | $ / shares | $ 9.81 | $ 9.8 | $ 9.7 | $ 10.02 |
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 | 11.5 | 11.5 |
Expiration date of warrants | Jun. 17, 2024 | Jun. 17, 2024 | Sep. 19, 2027 | Sep. 17, 2023 |
Volatility | 6.60% | 7.20% | 8.40% | 7% |
Risk-free rate | 3.48% | 3.34% | 1.88% | 4.69% |
Dividend yield | 0% | 0% | 0% | 0% |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Notes - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Notes [Line Items] | |
Fair value at beginning | |
Proceeds received through Convertible Promissory Note | 900,000 |
Change in fair value | (811,150) |
Fair value at ending | $ 88,850 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Mar. 16, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 19, 2023 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | |||||
Sponsor deposit trust account amount | $ 105,000 | ||||
Purchase shares | 26,649,519 | ||||
Redemption per share | $ 10 | $ 1.5 | |||
Aggregate purchase price | $ 27,344,330 | ||||
Trust account | 21,467,825 | $ 21,349,573 | |||
Equity value | $ 250,000,000 | ||||
Per share | $ 10 | $ 10.02 | $ 9.68 | ||
Private placement | 2,734,433 | ||||
Weighted average exceeds price | $ 12.5 | ||||
Class A Common Stock [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Purchase shares | 1,437,500 | ||||
Redemption per share | $ 10 | ||||
Aggregate purchase price | $ 270,869,315 | ||||
Purchase of shares | 800,000 | ||||
Aggregate price | $ 8,000,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Number of public shares then outstanding | $ 0.03 | ||||
Outstanding shares percentage | 77.40% | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Converted shares | 7,047,500 | ||||
Common stock outstanding | 9,147,981 | ||||
Subsequent Event [Member] | Class B Common Stock [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Converted shares | 7,047,500 | ||||
Common stock outstanding | 140,000 | ||||
GAMC [Member] | Class A Common Stock [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Redemption per share | $ 10.16 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected in the Condensed Balance Sheet - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of class A common stock reflected in the condensed balance sheet [Abstract] | |||
Gross proceeds | $ 287,500,000 | $ 287,500,000 | |
Less: | |||
Proceeds allocated to Public Warrants | (9,195,833) | (9,195,833) | |
Class A common stock issuance costs | (15,827,645) | (15,827,645) | |
Plus: | |||
Accretion of carrying value to redemption value | 27,881,248 | 25,023,478 | |
Class A common stock subject to possible redemption | $ 22,264,717 | 290,357,770 | $ 287,500,000 |
Less: | |||
Redemption | (270,769,687) | ||
Previously Reported [Member] | |||
Plus: | |||
Accretion of carrying value to redemption value | $ 2,676,634 | $ 2,857,770 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common 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 Redeemable [Member] | ||||||
Schedule of basic and diluted net income per common share [Abstract] | ||||||
Allocation of net (loss) income, | $ (199,386) | $ 52,072 | ||||
Basic and diluted weighted average shares outstanding | 2,100,481 | 2,100,481 | ||||
Basic and diluted net (loss) income per common share | $ (0.09) | $ 0.02 | ||||
Class A Non-Redeemable [Member] | ||||||
Schedule of basic and diluted net income per common share [Abstract] | ||||||
Allocation of net (loss) income, | $ (668,975) | $ 156,261 | ||||
Basic and diluted weighted average shares outstanding | 7,047,500 | 6,303,233 | ||||
Basic and diluted net (loss) income per common share | $ (0.09) | $ 0.02 | ||||
Class B [Member] | ||||||
Schedule of basic and diluted net income per common share [Abstract] | ||||||
Allocation of net (loss) income, | $ (13,289) | $ 296,588 | $ 48,975 | $ 1,499,028 | ||
Basic and diluted weighted average shares outstanding | 140,000 | 7,187,500 | 1,975,557 | 7,187,500 | 7,187,500 | 7,187,500 |
Basic and diluted net (loss) income per common share | $ (0.09) | $ 0.04 | $ 0.02 | $ 0.21 | ||
Class A [Member] | ||||||
Schedule of basic and diluted net income per common share [Abstract] | ||||||
Allocation of net (loss) income, | $ 1,186,353 | $ 5,996,113 | ||||
Basic and diluted weighted average shares outstanding | 28,750,000 | 28,750,000 | 28,750,000 | 22,191,781 | ||
Basic and diluted net (loss) income per common share | $ 0.04 | $ 0.21 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | |||
Assets: | |||
Investments held in Trust Account | $ 22,275,986 | $ 290,646,467 | $ 287,517,003 |
Level 1 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liabilities | 4,786,875 | ||
Level 2 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liabilities | 383,333 | 95,833 | |
Level 3 [Member] | |||
Liabilities: | |||
Convertible promissory notes – related party | 88,850 | ||
Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant Liabilities | 200,000 | 50,000 | $ 2,497,500 |
Related Party [Member] | Level 3 [Member] | |||
Liabilities: | |||
Convertible promissory notes – related party | $ 88,850 |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of Key Inputs for the Binomial Lattice Model | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 $ / shares $ / item | Dec. 31, 2022 $ / shares $ / item | |
Binomial Lattice Model [Member] | ||
Fair Value Measurements (Details) - Schedule of Key Inputs for the Binomial Lattice Model [Line Items] | ||
Stock price (in Dollars per share) | $ / shares | $ 10.55 | $ 10.02 |
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 |
Effective expiration date | Sep. 17, 2024 | Sep. 17, 2023 |
Volatility | 7% | |
Risk-free rate | 5.47% | 4.69% |
Dividend yield | 0% | 0% |
Convertible Promissory Notes [Member] | ||
Fair Value Measurements (Details) - Schedule of Key Inputs for the Binomial Lattice Model [Line Items] | ||
Stock price (in Dollars per share) | $ / shares | $ 10.02 | |
Strike price (in Dollars per Item) | $ / item | 11.5 | |
Effective expiration date | Sep. 17, 2023 | |
Volatility | 7% | |
Risk-free rate | 4.69% | |
Dividend yield | 0% |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Member] | ||||||||
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items] | ||||||||
Fair value at beginning | $ 150,000 | $ 250,000 | $ 50,000 | $ 380,582 | $ 1,197,292 | $ 2,497,500 | $ 2,497,500 | |
Change in valuation inputs or other assumptions | 50,000 | (100,000) | 200,000 | (81,580) | (816,710) | (1,300,208) | (2,447,500) | (2,347,500) |
Fair value at ending | $ 200,000 | 150,000 | 250,000 | 299,002 | 380,582 | 1,197,292 | 50,000 | 2,497,500 |
Convertible Notes Payable [Member] | ||||||||
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items] | ||||||||
Fair value at beginning | 88,850 | 296,600 | 367,700 | |||||
Proceeds received through Convertible Promissory Note | 400,000 | 500,000 | ||||||
Restatement of Convertible Promissory Note (Note 2) | (88,850) | |||||||
Change in valuation inputs or other assumptions | (477,730) | (71,100) | (132,300) | |||||
Fair value at ending | $ 218,870 | $ 296,600 | $ 367,700 | $ 88,850 |