Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Spectaire Holdings Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001844149 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40976 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1578608 | |
Entity Address, Address Line One | 155 Arlington Street | |
Entity Address, City or Town | Watertown | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02472 | |
City Area Code | (508) | |
Local Phone Number | 213-8991 | |
Entity Information, Former Legal or Registered Name | Perception Capital Corp. II | |
Entity Interactive Data Current | Yes | |
Former Address | ||
Document Information Line Items | ||
Entity Address, Address Line One | 3109 W 50th St | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55410 | |
Entity Address, Address Line Two | #207 | |
Common stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | SPEC | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | ||
Document Information Line Items | ||
Trading Symbol | SPECW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,080,915 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 4,730 | |
Prepaid expenses | 45,154 | 107,179 |
Total current assets | 45,154 | 111,909 |
Investments held in Trust Account | 23,124,223 | 25,517,987 |
Total Assets | 23,169,377 | 25,629,896 |
Current liabilities: | ||
Accounts payable | 5,478,623 | 783,055 |
Accrued expenses | 1,048,592 | 1,906,825 |
Accrued offering costs | 224,235 | 224,235 |
Forward purchase units | 7,050,000 | |
Total current liabilities | 15,899,906 | 3,251,531 |
Deferred underwriting fee payable | 5,635,000 | 8,050,000 |
Total Liabilities | 21,534,906 | 11,301,531 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares subject to possible redemption, 2,080,915 and 2,457,892 shares at redemption value of $11.06 and $10.34 per share at September 30, 2023 and December 31, 2022, respectively | 23,024,223 | 25,417,987 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (21,390,327) | (11,090,197) |
Total shareholders’ deficit | (21,389,752) | (11,089,622) |
Total Liabilities and Shareholders’ Deficit | 23,169,377 | 25,629,896 |
Class A Ordinary Shares | ||
Shareholders’ Deficit: | ||
Ordinary shares | ||
Class B Ordinary Shares | ||
Shareholders’ Deficit: | ||
Ordinary shares | 575 | 575 |
Related Party | ||
Current liabilities: | ||
Accounts payable - related party | 43,940 | 104,808 |
Accrued expense - related party | 10,977 | |
Convertible promissory notes - related party | $ 2,054,516 | $ 221,631 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |
Class A Ordinary Shares | ||
Temporary equity, shares subject to possible redemption | 2,080,915 | 2,457,892 |
Temporary equity ordinary shares, per share | $ / shares (in Dollars per share) | $ 11.06 | $ 10.34 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | ||
Ordinary shares, shares outstanding | ||
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 5,750,000 | 5,750,000 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating and formation costs | $ 1,349,564 | $ 615,353 | $ 4,855,684 | $ 1,497,328 |
Loss from operations | (1,349,564) | (615,353) | (4,855,684) | (1,497,328) |
Interest and dividend income on investments held in Trust Account | 289,490 | 613,919 | 837,993 | 957,962 |
Unrealized loss on forward purchase units | (2,760,000) | (3,220,000) | ||
Net Loss | $ (3,820,074) | $ (1,434) | $ (7,237,691) | $ (539,366) |
Common Class A [Member] | ||||
Basic weighted average shares outstanding (in Shares) | 2,080,915 | 23,000,000 | 2,242,476 | 23,000,000 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.49) | $ 0 | $ (0.91) | $ (0.02) |
Common Class B [Member] | ||||
Basic weighted average shares outstanding (in Shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.49) | $ 0 | $ (0.91) | $ (0.02) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Class A [Member] | ||||
Diluted weighted average shares outstanding | 2,080,915 | 23,000,000 | 2,242,476 | 23,000,000 |
Diluted net loss per share | $ (0.49) | $ 0 | $ (0.91) | $ (0.02) |
Common Class B [Member] | ||||
Diluted weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Diluted net loss per share | $ (0.49) | $ 0 | $ (0.91) | $ (0.02) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Equity Defecit (Unaudited) - USD ($) | Class A Ordinary Shares Ordinary Shares | Class B Ordinary Shares Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 575 | $ (7,196,643) | $ (7,196,068) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 | ||||
Net loss | (490,179) | (490,179) | |||
Balance at Mar. 31, 2022 | $ 575 | (7,686,822) | (7,686,247) | ||
Balance (in Shares) at Mar. 31, 2022 | 5,750,000 | ||||
Balance at Dec. 31, 2021 | $ 575 | (7,196,643) | (7,196,068) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 | ||||
Net loss | (539,366) | ||||
Initial measurement of forward purchase units | |||||
Reduction of deferred underwriting fee payable | |||||
Balance at Sep. 30, 2022 | $ 575 | (8,596,718) | (8,596,143) | ||
Balance (in Shares) at Sep. 30, 2022 | 5,750,000 | ||||
Balance at Mar. 31, 2022 | $ 575 | (7,686,822) | (7,686,247) | ||
Balance (in Shares) at Mar. 31, 2022 | 5,750,000 | ||||
Net loss | (47,753) | (47,753) | |||
Remeasurement of Class A common stock to redemption amount | (246,790) | (246,790) | |||
Balance at Jun. 30, 2022 | $ 575 | (7,981,365) | (7,980,790) | ||
Balance (in Shares) at Jun. 30, 2022 | 5,750,000 | ||||
Net loss | (1,434) | (1,434) | |||
Remeasurement of Class A common stock to redemption amount | (613,919) | (613,919) | |||
Balance at Sep. 30, 2022 | $ 575 | (8,596,718) | (8,596,143) | ||
Balance (in Shares) at Sep. 30, 2022 | 5,750,000 | ||||
Balance at Dec. 31, 2022 | $ 575 | (11,090,197) | (11,089,622) | ||
Balance (in Shares) at Dec. 31, 2022 | 5,750,000 | ||||
Net loss | (2,043,322) | (2,043,322) | |||
Remeasurement of Class A common stock to redemption amount | (553,425) | (553,425) | |||
Initial measurement of forward purchase units | (3,830,000) | (3,830,000) | |||
Reduction of deferred underwriting fee payable | 2,415,000 | 2,415,000 | |||
Balance at Mar. 31, 2023 | $ 575 | (15,101,944) | (15,101,369) | ||
Balance (in Shares) at Mar. 31, 2023 | 5,750,000 | ||||
Balance at Dec. 31, 2022 | $ 575 | (11,090,197) | (11,089,622) | ||
Balance (in Shares) at Dec. 31, 2022 | 5,750,000 | ||||
Net loss | (7,237,691) | ||||
Initial measurement of forward purchase units | 3,830,000 | ||||
Reduction of deferred underwriting fee payable | 2,415,000 | ||||
Balance at Sep. 30, 2023 | $ 575 | (21,390,327) | (21,389,752) | ||
Balance (in Shares) at Sep. 30, 2023 | 5,750,000 | ||||
Balance at Mar. 31, 2023 | $ 575 | (15,101,944) | (15,101,369) | ||
Balance (in Shares) at Mar. 31, 2023 | 5,750,000 | ||||
Net loss | (1,374,295) | (1,374,295) | |||
Remeasurement of Class A common stock to redemption amount | (554,814) | (554,814) | |||
Balance at Jun. 30, 2023 | $ 575 | (17,031,053) | (17,030,478) | ||
Balance (in Shares) at Jun. 30, 2023 | 5,750,000 | ||||
Net loss | (3,820,074) | (3,820,074) | |||
Remeasurement of Class A common stock to redemption amount | (539,200) | (539,200) | |||
Balance at Sep. 30, 2023 | $ 575 | $ (21,390,327) | $ (21,389,752) | ||
Balance (in Shares) at Sep. 30, 2023 | 5,750,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (7,237,691) | $ (539,366) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest and dividend income on investments held in Trust Account | (837,993) | (957,962) |
Unrealized loss in forward purchase units | 3,220,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 62,025 | 244,894 |
Accounts payable | 4,695,568 | 486,412 |
Accounts payable - related party | (60,868) | 44,508 |
Accrued expenses | (858,233) | 101,844 |
Accrued expenses - related party | (10,977) | |
Net cash used in operating activities | (1,028,169) | (619,670) |
Cash Flows from Investing Activities: | ||
Advances to Trust Account | (809,446) | |
Proceeds from Trust Account for payment to redeeming shareholders | 4,041,203 | |
Net cash provided by investing activities | 3,231,757 | |
Cash Flows from Financing Activities: | ||
Proceeds from convertible promissory notes - related party | 1,832,885 | |
Payment to redeeming shareholders | (4,041,203) | |
Payment of offering costs | (7,000) | |
Net cash used in financing activities | (2,208,318) | (7,000) |
Net Change in Cash | (4,730) | (626,670) |
Cash - Beginning of period | 4,730 | 818,833 |
Cash - End of period | 192,163 | |
Supplemental disclosures of non-cash investing and financing activities: | ||
Accretion of Class A ordinary shares subject to redemption value | 1,647,439 | 860,709 |
Reduction of deferred underwriting fee payable | 2,415,000 | |
Initial measurement of forward purchase units | $ 3,830,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Liquidity | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Perception Capital Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 21, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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 for the period from January 21, 2021 (inception) through September 30, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2021. On November 1, 2021, the Company consummated the Initial Public Offering of 23,000,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 3,000,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,050,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Perception Capital Partners II LLC (the “Sponsor”), including 1,050,000 Private Placement Warrants issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $10,050,000, which is described in Note 4. Following the closing of the Initial Public Offering, an amount of $233,450,000 ($10.15 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”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $13,617,198, consisting of $4,600,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees and $967,198 of other offering costs. On March 23, 2023, the underwriters agreed to reduce their rights to the portion of the fee payable by the Company for deferred underwriting commissions, which is discussed in Note 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination, see below for further discussion related to the subsequent amendment to charter. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder 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 shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination. During the period, the Company extended to the initial public offering date to November 1, 2023, or with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares it holds if the Company fails to complete an initial Business Combination by November 1, 2023, or any extended period of time that the Company may have to consummate an initial Business Combination. 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 by November 1, 2023. The Company will have until November 1, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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. 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 (1) $10.15 per Public Share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Amendment to Certificate of Incorporation On October 28, 2022, the Company held an extraordinary general meeting (the “general meeting”), at which holders of 23,264,839 ordinary shares, comprised of 17,514,839 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), and 5,750,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”), were present in person or by proxy, representing approximately 80.9% of the voting power of the 28,750,000 issued and outstanding ordinary shares of the company, comprised of 23,000,000 Class A ordinary shares and 5,750,000 Class B ordinary shares, entitled to vote at the general meeting at the close of business on September 29, 2022, which was the record date (the “record date”) for the general meeting. Shareholders of record as of the close of business on the record date are referred to herein as “shareholders.” On October 28, 2022, the company filed with the Cayman Islands Registrar of Companies an amendment to the amended and restated memorandum and articles of association of the company (the “charter amendment”). The charter amendment extended the date by which the company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (the “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares included as part of the units sold in its initial public offering from November 1, 2022, to May 1, 2023 (the “charter extension”). In connection with the October 28, 2022 charter extension, a total of 159 shareholders elected to redeem an aggregate of 20,542,108 Class A ordinary shares, representing approximately 89.3% of the issued and outstanding Class A ordinary shares. As a result, $210,161,773 was paid out of the company’s trust account in connection with the redemptions, representing a redemption price per Class A ordinary share of approximately $10.23. On October 31, 2022, the Company issued a convertible promissory note in the aggregate principal amount of up to $720,000 (the “extension loan”) to its sponsor, Perception Capital Partners II LLC, a Delaware limited liability company (the “sponsor”). See Note 6 for further discussion on the convertible promissory note. On April 27, 2023, the Company held an extraordinary general meeting of shareholders, at which certain proposed charter amendments were voted on and approved shareholders approved, by special resolution, the proposal to amend the company’s amended and restated memorandum and articles of association (the “charter”) to further extend the date by which the company must either (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination or (2) (i) cease its operations except for the purpose of winding up and (ii) redeem all outstanding Class A ordinary shares included as part of the units sold in its initial public offering, from May 1, 2023 to November 1, 2023. In connection with the April 27, 2023 charter extension, a total of 17 shareholders elected to redeem an aggregate of 376,977 Class A ordinary shares, representing approximately 15.3% of the issued and outstanding Class A ordinary shares. As a result, $4,041,203 was paid out of the company’s trust account in connection with the redemptions, representing a redemption price per Class A ordinary share of approximately $10.72. Business Combination Agreement On January 16, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Perception Spectaire Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Spectaire Inc., a Delaware corporation (“Spectaire”). Details regarding the merger can be found in the Company’s January 17, 2023 Form 8-K filing. The business combination has not yet been completed. The Merger Agreement provides that the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”): (i) Prior to the effective time of the Business Combination (the “Effective Time”), the aggregate amount of each outstanding convertible promissory note of Spectaire, including all outstanding principal and interest accrued but unpaid thereon, will convert into shares of common stock, par value $0.0001 per share, of Spectaire (“Spectaire Common Stock”), and each share of the Series Seed Preferred Stock, par value $0.0001 per share, of Spectaire will convert into one share of Spectaire Common Stock (such conversions, the “Spectaire Security Conversion”); (ii) at the Effective Time (after giving effect to the Spectaire Security Conversion): (a) each share of Spectaire Common Stock (other than shares of Spectaire Common Stock subject to Spectaire Options and Spectaire RSUs (each as defined below), Spectaire Restricted Shares (as defined below), treasury stock and dissenting shares) will convert into the right to receive its pro rata portion (on a fully diluted basis) of the Net Merger Consideration and the Earnout Shares (as defined below); (b) each outstanding option to purchase Spectaire Common Stock (“Spectaire Option”) will be converted into (x) an option to purchase, upon substantially the same terms and conditions, a whole number of shares of PCCT (“Perception Capital Corp. II) Common Stock (rounded down to the nearest whole share) equal to (1) the number of shares of Spectaire Common Stock subject to such Spectaire Option as of immediately prior to the Effective Time multiplied by (2) the Exchange Ratio (as defined in the Merger Agreement) and (y) the right to receive its pro rata portion of the Earnout Shares; (c) each outstanding restricted stock unit relating to Spectaire Common Stock (“Spectaire RSU”) will be converted into (x) a restricted stock unit, upon substantially the same terms and conditions, relating to a whole number of shares of PCCT Common Stock (rounded down to the nearest whole share) equal to (1) the number of shares of Spectaire Common Stock subject to such Spectaire RSU as of immediately prior to the Effective Time multiplied by (2) the Exchange Ratio and (y) the right to receive its pro rata portion of the Earnout Shares; and (d) each outstanding award of restricted shares of Spectaire Common Stock subject to vesting conditions and/or a risk of forfeiture (“Spectaire Restricted Shares”) will be converted into (x) an award, upon substantially the same terms and conditions, of a whole number of restricted shares of PCCT Common Stock equal to (1) the number of shares of Spectaire Common Stock subject to such Spectaire Restricted Share as of immediately prior to the Effective Time multiplied by (2) the Exchange Ratio and (y) the right to receive its pro rata portion of the Earnout Shares. The number of Earnout Shares will be equal to 7,500,000 additional shares of PCCT Common Stock (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to the Company’s Common Stock occurring on or after the Closing). The Earnout Shares may be issued in three equal tranches upon the volume-weighted price per share of PCCT Common Stock equaling or exceeding $15.00, $20.00 or $25.00 for at least 20 trading days in any consecutive 30-day trading period within the five If, during the Earnout Period, (i) any liquidation, dissolution or winding up of Acquiror is initiated, (ii) any bankruptcy, dissolution or liquidation proceeding is instituted by or against Acquiror or (iii) Acquiror makes an assignment for the benefit of creditors or consents to the appointment of a custodian, receiver or trustee for all or substantial part of its assets or properties, then any Earnout Shares that have not been previously issued by Acquiror (whether or not previously earned) shall be deemed earned and due by Acquiror to the Eligible Company Equityholders. In connection with the business combination, the Company also entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Forward Transaction (the “Forward Purchase Transaction”) with Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP (collectively the “Seller”). Pursuant to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to a maximum of 2,080,915 of Perception’s Class A Ordinary Shares from holders (other than Perception or its affiliates) who have elected to redeem such shares in connection with the Business Combination (see Note 10). Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Business Combination at a price no higher than the redemption price to be paid by the Company in connection with the Business Combination. The Forward Purchase Agreement is within the scope of ASC 480-10 due to the obligation to repurchase the issuer’s equity shares and transfer cash. Accordingly, the initial fair value will be booked on the balance sheet and any changes in value will be recognized in earnings in the period of remeasurement. On March 31, 2023, in association with the Merger Agreement, the Company issued an unsecured promissory note to Spectaire, Inc. (“Spectaire Loan”). See Note 6 for further discussion on the convertible promissory note. On September 29, 2023 the board of directors of the Company, unanimously approved the merger of Perception Spectaire Merger Sub Corp., pursuant to the terms of the Merger Agreement, dated as of January 16, 2023, by and among the Company, Merger Sub and Spectaire. Furthermore, the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, PCCT will change its name to “Spectaire Holdings Inc.” Pursuant to the Effective Time of the Merger (i) Each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of PCCT (“PCCT Class A Ordinary Shares”), and Class B ordinary shares, par value $0.0001 per share, of PCCT (“PCCT Class B Ordinary Shares”) will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of NewCo (“NewCo Common Stock”); (ii) each of the then issued and outstanding redeemable warrants of PCCT (“PCCT Warrants”) will convert automatically into a redeemable warrant to acquire one share of NewCo Common Stock (“NewCo Warrants”); and (iii) each of the then issued and outstanding units of PCCT that have not been previously separated into the underlying PCCT Class A Ordinary Shares and underlying PCCT Warrants upon the request of the holder thereof (the “PCCT Units”), will be cancelled and will entitle the holder thereof to one share of NewCo Common Stock and one-half of one NewCo Warrant. As a result of and upon the closing of the Business Combination (the “Closing”), among other things, all outstanding shares of common stock, par value $0.0001 per share, of Spectaire Common Stock (after giving effect to the Spectaire Security Conversion, as defined above) as of immediately prior to the Closing, and, together with shares of Spectaire Common Stock reserved in respect of outstanding options to purchase shares of Spectaire Options and outstanding Spectaire RSUs as of immediately prior to the Closing that will be converted into options and restricted stock units based on Spectaire Common Stock, will be cancelled in exchange for the right to receive, or the option to purchase or restricted stock units covering (as applicable), (i) shares of NewCo Common Stock and (ii) the right to receive a number of Spectaire Earnout Shares (as defined above). On October 19, 2023 the Company consummated the previously announced business combination of pursuant to the Merger Agreement dated January 16,2023 by and among the Company, Merger Sub, and Spectaire. Lock-up Agreement The Merger Agreement contemplates that, at the Closing, PCCT will enter into lock-up agreements with (i) the Sponsor, (ii) certain of PCCT’s directors and officers and (iii) and of the Requisite Spectaire Stockholders, restricting the transfer of NewCo Common Stock, Private Placement Warrants and any shares of NewCo Common Stock underlying the Private Placement Warrants from and after the Closing. The restrictions under the lock-up agreements (1) with respect to the NewCo Common Stock, begin at the Closing and end on (a) in the case of the Sponsor and certain of PCCT’s directors and officers, the date that is 365 days after the Closing, or upon the price of NewCo Common Stock reaching $12.00 for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing, and (b) in the case of the Requisite Spectaire Stockholders, the date that is 180 days after the Closing, and (2) with respect to the Private Placement Warrants and any shares of NewCo Common Stock underlying the Private Placement Warrants, the date that is 30 days after the Closing. Going Concern As of September 30, 2023, the Company had $0 in cash held outside of the Trust Account and negative working capital of $15,854,752. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the proceeds made available to the Company under Working Capital Loans (as defined in Note 6), Extension Loan (as defined in Note 6), and the Spectaire Loan (as defined in Note 1). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. As of September 30, 2023, the Company had until November 1, 2023 to complete a Business Combination. On October 19, 2023, the Company consummated the previously announced business combination of pursuant to the Merger Agreement dated January 16, 2023 by and among the Company, Merger Sub, and Spectaire (see Note 10). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In addition to the risks noted above under Going Concern, the company is also subject to the following: We deposit substantial funds in financial institutions and may, from time to time, maintain cash balances at such financial institutions in excess of the Federal Deposit Insurance Corporation limit. Recently, there has been significant volatility and instability among banks and financial institutions and on March 10, 2023, Silicon Valley Bank, at SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or the FDIC, as receiver, and for a period of time, customers of the bank did not have access to their funds and there was uncertainty as to when, if at all, customers would have access to funds in excess of the FDIC insured amounts. The Company held deposits at SVB at the time of its closure but the deposits were under the FDIC limit and no losses were incurred. Going forward, should one or more of the financial institutions at which our deposits are maintained fail, there is no guarantee as to the extent that we would recover the funds deposited, whether through Federal Deposit Insurance Corporation coverage or otherwise, or the timing of any recovery. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated 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 condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 27, 2023. The interim results for three months ended September 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Items which involve management to exercise significant judgment include determining the fair value of forward purchase units. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. The Company had $23,124,223 and $25,517,987 in investments held in the Trust Account as of September 30, 2023 and December 31, 2022, respectively. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public Warrants (as defined in Note 3) and Private Placement Warrants are equity classified (see Note 8). Class A Ordinary Shares Subject to Possible Redemption All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption, at a price of $10.15 per share, of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified as temporary equity on the balance sheets. Under ASC 480, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. The redemption value of the redeemable ordinary shares as of September 30, 2023, increased as the income earned on the Trust Account exceeds $100,000 to pay dissolution expenses (see Note 1). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $1,647,439 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 25,417,987 Plus: Remeasurement of carrying value to redemption value 553,425 Class A ordinary shares subject to possible redemption as of March 31, 2023 25,971,412 Plus: Remeasurement of carrying value to redemption value 554,814 Initial Pre-Extension Redemption (4,041,203 ) Class A ordinary shares subject to possible redemption as of June 30, 2023 22,485,023 Plus: Remeasurement of carrying value to redemption value 539,200 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 23,024,223 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). 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 September 30, 2023 and 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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 Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Accretion associated with the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net loss per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 21,550,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the three months ended For the three months ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,015,111 ) $ (2,804,963 ) $ (1,147 ) $ (287 ) Denominator: Basic and diluted weighted average shares outstanding 2,080,915 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.49 ) $ (0.49 ) $ 0.00 $ 0.00 For the nine months ended For the nine months ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (2,030,703 ) $ (5,206,988 ) $ (431,493 ) $ (107,873 ) Denominator: Basic and diluted weighted average shares outstanding 2,242,476 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.91 ) $ (0.91 ) $ (0.02 ) $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards 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. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2021. On November 1, 2021, the Company consummated the Initial Public Offering of 23,000,000 Units, including 3,000,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $230,000,000. Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement Disclosure Abstract | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,050,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, including 1,050,000 Private Placement Warrants issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $10,050,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accrued expenses consisted of the following at the dates indicated: September 30, December 31, Accrued expenses: Accrued legal fees $ 361,592 $ 1,905,225 Accrued printing costs related to S-4 filing 687,000 — Accrued accounting fees — 1,600 Total accrued expenses $ 1,048,592 $ 1,906,825 At September 30, 2023 and December 31, 2022, accounts payable was $5,478,623 and $783,055, respectively. These amounts were comprised of legal fees that were billed as of September 30, 2023 and December 31, 2022 of $4,929,584 and $752,885, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On January 25, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). In August 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no no The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) subsequent to a Business Combination (i) if last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. On April 7, 2021, the Sponsor transferred 30,000 Founder Shares to each of its three independent director nominees (the “Directors”) (or 90,000 Founder Shares in total) for cash consideration of approximately $0.003 per share (the “Purchase Price”). These awards are subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share of $2.08 (or a total of $187,489) (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2023, $20,000 and $80,000 of administrative support expenses were incurred, respectively, and are included within operating and formation costs within the accompanying unaudited condensed statements of operations. For the three and nine months ended September 30, 2022, $30,000 and $90,000 of administrative support expenses were incurred, respectively, and are included within operating and formation costs within the accompanying unaudited condensed statements of operations. As of September 30, 2023 and December 31, 2022, there was $20,000 and $20,000 outstanding under the Administrative Support Agreement, and are included within accounts payable - related party on the unaudited condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 $2,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In an agreement dated October 17, 2023, the Company amended the Working Capital Loans, effective as of August 7, 2023, to extend the maturity date to April 15, 2024.As of September 30, 2023 and December 31, 2022, the outstanding amount of Working Capital Loans were $661,701, and 25,000, respectively, and were recorded in convertible promissory notes - related party on the condensed balance sheets. On October 31, 2022, the Company issued a convertible promissory note in the aggregate principal amount of up to $720,000 (the “extension loan”) to its sponsor, Perception Capital Partners II LLC, a Delaware limited liability company (the “sponsor”). The extension loan was issued in connection with certain payments to be made by the sponsor into the trust account of the company pursuant to the Company’s amended and restated certificate of incorporation, to provide the company with an extension of the date by which it must consummate an initial business combination from November 1, 2022 to November 1, 2023 (the “extension”). The contribution(s) and the extension loans will not bear any interest, and will be repayable by the company to the sponsor upon the earlier of (i) the date by which the company must complete an initial business combination and (ii) the consummation of an initial business combination. The extension loans may be settled, at the option of the sponsor, in whole warrants to purchase Class A ordinary shares of the company at a conversion price equal to $1.00 per warrant (the “extension loan warrants”). Each extension loan warrant will entitle the holder thereof to purchase one Class A ordinary share of the company at an exercise price of $11.50 per share, subject to certain adjustments. The extension loan warrants are identical to the warrants included in the units sold in the company’s initial public offering, except that, so long as they are held by the sponsor or its permitted transferees: (1) they will not be redeemable by the company; (2) they (including the Class A ordinary shares issuable upon exercise of the extension loan warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise of the extension loan warrants) are entitled to registration rights. The maturity date of the extension loans may be accelerated upon the occurrence of an “event of default” (as defined within the agreement). Any outstanding principal under the extension loans may be prepaid at any time by the company, at its election and without penalty, provided, however, that the sponsor shall have a right to first convert such principal balance of the extension loan upon notice of such prepayment. Furthermore, on April 10, 2023 the company amended the debt, increasing the aggregate principal amount of the extension loan up to $1,200,000. On October 17, 2023 the Company amended the debt, extending the maturity date to January 16, 2024. As of September 30, 2023 and December 31, 2022, $574,815 and $196,631, respectively, is outstanding under the extension loan recorded in convertible promissory notes - related party on the condensed balance sheets. On March 31, 2023, in association with the Merger Agreement, the Company issued the Spectaire Loan. The Spectaire Loan is non-interest bearing and payable on the date of any termination of the Merger Agreement (the “Maturity Date”), unless accelerated upon the occurrence of an event of default (as defined within the Spectaire Loan). As of September 30, 2023, $818,000 is outstanding under the Spectaire Loan and is recorded in convertible promissory notes - related party on the condensed balance sheets. This balance was cancelled at the closing of the Business Combination on October 19, 2023. Reimbursed Expenses - Related Party The Company’s Sponsor, directors and officers, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. For the three and nine months ended September 30, 2023, a $3,264 reimbursement and $27,185 of such expenses were incurred respectively, and are included in operating and formation costs within the accompanying unaudited condensed statements of operations. As of September 30, 2023 and December 31, 2022, $43,940 and $55,626 was recorded in accounts payable - related party, respectively. For the three and nine months ended September 30, 2022, $85,586 and $232,053 of such expenses were incurred, and are included in operating and formation costs within the accompanying unaudited condensed statements of operations. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 7. COMMITMENTS Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $30,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On March 23, 2023, the underwriters agreed to waive their rights to the portion of the fee payable by the Company for deferred underwriting commissions. The Company and the underwriters agreed that the deferred underwriting discount will be payable only to the underwriters, thereby reducing the amount of such deferred underwriting discount from $8,050,000 to $5,635,000. The waived fee amount of $2,415,000 was recorded as a reduction to accumulated deficit on the Company’s condensed balance sheets. |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares no Class A ordinary shares — Class B ordinary shares — Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that, prior to an initial Business Combination, holders of the Company’s Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Company’s Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with an initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an initial Business Combination. Warrants — The Company will not be obligated to deliver any Class A ordinary shares 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 with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the 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 elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of Public Warrants ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Private Placement Warrants are identical to the Public Warrants except that: (1) they will not be redeemable; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. The Company accounts for the 21,550,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 10,050,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 September 30, 2023 (unaudited) Assets Investments held in Trust Account: U.S. Treasury Securities $ 23,124,223 $ 23,124,223 $ — $ — Liabilities Forward Purchase Units $ 7,050,000 $ — $ — $ 7,050,000 December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 25,517,987 $ 25,517,987 $ — $ — The Company utilizes a Black-Scholes model to value the Forward Purchase Agreement at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the forward purchase agreement liability is determined using Level 3 inputs. Inherent in a Black-Scholes model are assumptions related to expected share-price volatility, expected life, risk-free rate and dividend yield. The Company estimates the volatility which is based on a weighted-average of the expected pre-merger and post-merger volatilities, where pre-merger volatility is based on the historic volatility exhibited by the Company and post-merger volatility is estimated based on historic volatilities exhibited by companies operating in the industry of the Company’s expected target. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Forward Purchase Agreement. The expected life of the Forward Purchase Agreement is assumed to be equivalent to their remaining contractual term. The following table provides the significant inputs to the model for the fair value of the forward purchase agreement: At January 14, At Equity value $ 10.75 $ 11.12 Strike Price $ 11.93 $ 12.80 Remaining Life (years) 1.80 1.55 Risk-free rate 4.70 % 5.50 % Volatility 52.90 % 58.20 % The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Level 3 Fair value as of January 14, 2023 (inception) $ 3,830,000 Change in fair value of Forward Purchase Agreement 3,220,000 Fair value as of September 30, 2023 $ 7,050,000 For the three and nine months ended September 30, 2023, the Company recognized an unrealized loss in connection with changes in the fair value of the Forward Purchase Agreement liability of $2,760,000 and $3,220,000, respectively, which are labeled as changes in fair value of forward purchase units in the accompanying unaudited condensed statements of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. The Company entered into a subscription agreement on October 4, 2023 to cover working capital expenses of $650,000 prior to the closing of the business combination. In connection with the consideration received, the Company will issue 0.9 shares of Class A common stock for each dollar contributed by the investor’s capital contribution. On October 4, 2023 the Company entered into an agreement with it's Sponsor to facilitate the Company's fundraising efforts. Pursuant to the agreement, the Sponsor agreed to forfeit for cancellation 585,000 Class B ordinary shares with a par value of $0.0001 in connection with the closing of the Business Combination. Following the closing of the Business Combination, the number of shares of Common Stock equal to the number of default shares, if any, by the surviving entity to Polar Multi-Strategy Master Fund, a Cayman Islands exempted entity, in accordance with the subscription agreement. On October 13, 2023, the Company received approval of the Merger Agreement from a majority shareholder vote. The Company entered into a private placement subscription agreement for newly issued shares of common stock with a par value of $0.0001 per share, noting an aggregate purchase price of $3,500,000. The investor will close on the initial shares of 50,000 on the same date of the business combination and will close on additional shares up to an aggregate price of $3,000,000 within two years subsequent to the business combination closing. On October 16, 2023, PCCT and Jefferies LLC (“Jefferies”) entered into the second amendment (the “Second Underwriting Agreement Amendment”) to that certain underwriting agreement (as amended, the “Underwriting Agreement”), dated October 27, 2021 and first amended as of March 23, 2023, by and between PCCT and Jefferies, as representative of the several underwriters listed on Schedule A thereto (the “IPO Underwriters”). Pursuant to the Second Underwriting Agreement Amendment, PCCT and Jefferies agreed, among other things, that upon the closing of the Business Combination (the “Closing), $1,500,000 (the “Closing Deferred Cash Obligation”) of the deferred underwriting discount of $5,635,000 (the “Deferred Discount”) will be due and payable in cash to Jefferies, individually and not as representative and for the accounts of the IPO Underwriters, thereby reducing the amount of the Closing Deferred Cash Obligation from $2,000,000 to $1,500,000, with the remaining $4,135,000 of the Deferred Discount (the “Deferred Cash Obligation”) being due and payable to Jefferies, individually and not as representative and for the account of the IPO Underwriters no later than twenty-four (24) months following the Closing, thereby extending the date on which payment of the Deferred Cash Obligation is due from eighteen (18) months to twenty-four (24) months. On October 18, 2023, PCCT and Jefferies entered into the third amendment (the “Third Underwriting Agreement Amendment”) to the Underwriting Agreement. Pursuant to the Third Underwriting Agreement Amendment, PCCT and Jefferies agreed that the Closing Deferred Cash Obligation will be due and payable to Jefferies no later than six (6) months following the Closing. However, if the Company raises $10.0 million in additional capital (whether debt or equity), excluding certain transactions set forth on the schedules thereto, following the Closing and before the six-month anniversary of the Closing, the Company must pay the Closing Deferred Cash Obligation simultaneously with the closing of such additional capital raise. On October 16, 2023, PCCT and Polar Multi-Strategy Master Fund, a Cayman Islands exempted entity (“ Polar The Polar Forward Purchase Agreement provides that not later than one local business day following the Closing (the “Prepayment Date”), PCCT will transfer to an account designated in writing by Polar, out of funds held in the Trust Account, a cash amount (the “Prepayment Amount”) equal to the product of the number of Recycled Shares and the Initial Price, less an amount equal to 1% of the product of the number of Recycled Shares and the Initial Price (the “Shortfall Amount”). In addition to the Prepayment Amount, PCCT shall pay directly from the Trust Account on the Prepayment Date, an amount equal to the product of 37,500 PCCT Class A Ordinary Shares (the “Share Consideration Shares”) and the Initial Price. Polar has agreed to waive any redemption rights in connection with the Business Combination with respect to the Recycled Shares. Such waiver may reduce the number of PCCT Class A Ordinary Shares redeemed in connection with the Business Combination, which reduction could alter the perception of the potential strength of the Business Combination. From time to time following the Closing and prior to the earliest to occur of (a) the first anniversary of the Closing (or, upon the mutual written agreement of PCCT and Polar, eighteen (18) months following the Closing) and (b) the date specified by Polar in a written notice to be delivered to PCCT at Polar’s discretion after the occurrence of a Seller Price Trigger Event, a Delisting Event or a Registration Failure (each as defined in the Polar Forward Purchase Agreement) (in each case, the “Maturity Date”), Polar may, in its sole discretion, sell some or all of the Recycled Shares. On the last trading day of each calendar month following the Business Combination, in the event that Polar has sold any Recycled Shares (other than sales to recover the Shortfall Amount), PCCT will be entitled to an amount equal to the product of the number of Recycled Shares sold multiplied by the Reset Price and Polar will be entitled to an amount equal to the excess of the Initial Price over the Reset Price for each sold Recycled Share. The “Reset Price” shall be set on the first scheduled trading day of each month, commencing with the first calendar month following the Closing, to be the lowest of the (b) Initial Price and (c) volume weighted average price of the Company Common Stock during the last ten (10) trading days during the prior calendar month, but not lower than $7.50; provided that to the extent that PCCT offers and sells any Company Common Stock or securities convertible into Company Common Stock at a price lower than the existing Reset Price, the Reset Price shall be modified to equal such reduced price. As previously disclosed on March 27, 2023 and April 12, 2023, respectively, PCCT issued to Perception Capital Partners II LLC (the “Sponsor”) a convertible promissory note, dated as of January 10, 2023 and effective as of December 7, 2022 (the “Working Capital Note”) and an amended and restated convertible promissory note dated as of April 10, 2023 (the “Second Extension Note”). On October 17, 2023, PCCT and the Sponsor amended and restated the Working Capital Note (the “A&R Working Capital Note”) to, among other things, extend the date by which the unpaid principal balance thereunder becomes due and payable by the Company to the Sponsor (the “Maturity Date”) to the later of (i) the date by which PCCT must complete an initial business combination and (ii) a date that is one hundred eighty (180) days following the consummation of an initial business combination. On October 17, 2023, PCCT and the Sponsor amended and restated the A&R Extension Note (the “Second A&R Extension Note”), to (A) extend the date by which the unpaid principal balance thereunder becomes due and payable by the Company to the Sponsor (the “Maturity Date”) to the later of (i) the date by which PCCT must complete an initial business combination and (ii) a date that is one year following the consummation of an initial business combination, and (B) allow the Company to convert up to $1,200,000 of the unpaid principal amount outstanding under the Second A&R Extension Note into a number of shares of Company Common Stock calculated based on a 10-day volume weighted average price of the Company Common Stock over a period ending on the day the Company provides the Sponsor notice of such conversion. On October 19, 2023 the Company consummated the previously announced business combination of pursuant to the Merger Agreement dated January 16, 2023 by and among the Company, Merger Sub, and Spectaire. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated 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 condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 27, 2023. The interim results for three months ended September 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Items which involve management to exercise significant judgment include determining the fair value of forward purchase units. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. The Company had $23,124,223 and $25,517,987 in investments held in the Trust Account as of September 30, 2023 and December 31, 2022, respectively. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public Warrants (as defined in Note 3) and Private Placement Warrants are equity classified (see Note 8). |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption, at a price of $10.15 per share, of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified as temporary equity on the balance sheets. Under ASC 480, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. The redemption value of the redeemable ordinary shares as of September 30, 2023, increased as the income earned on the Trust Account exceeds $100,000 to pay dissolution expenses (see Note 1). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $1,647,439 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 25,417,987 Plus: Remeasurement of carrying value to redemption value 553,425 Class A ordinary shares subject to possible redemption as of March 31, 2023 25,971,412 Plus: Remeasurement of carrying value to redemption value 554,814 Initial Pre-Extension Redemption (4,041,203 ) Class A ordinary shares subject to possible redemption as of June 30, 2023 22,485,023 Plus: Remeasurement of carrying value to redemption value 539,200 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 23,024,223 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Other Assets and Deferred Costs Expenses of Offering |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). 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 September 30, 2023 and 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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 Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Accretion associated with the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net loss per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 21,550,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the three months ended For the three months ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,015,111 ) $ (2,804,963 ) $ (1,147 ) $ (287 ) Denominator: Basic and diluted weighted average shares outstanding 2,080,915 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.49 ) $ (0.49 ) $ 0.00 $ 0.00 For the nine months ended For the nine months ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (2,030,703 ) $ (5,206,988 ) $ (431,493 ) $ (107,873 ) Denominator: Basic and diluted weighted average shares outstanding 2,242,476 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.91 ) $ (0.91 ) $ (0.02 ) $ (0.02 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards 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 |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of Ordinary Shares Subject to Possible Redemption | As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 25,417,987 Plus: Remeasurement of carrying value to redemption value 553,425 Class A ordinary shares subject to possible redemption as of March 31, 2023 25,971,412 Plus: Remeasurement of carrying value to redemption value 554,814 Initial Pre-Extension Redemption (4,041,203 ) Class A ordinary shares subject to possible redemption as of June 30, 2023 22,485,023 Plus: Remeasurement of carrying value to redemption value 539,200 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 23,024,223 |
Calculation of Basic and Diluted Net Loss Per Ordinary Share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the three months ended For the three months ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,015,111 ) $ (2,804,963 ) $ (1,147 ) $ (287 ) Denominator: Basic and diluted weighted average shares outstanding 2,080,915 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.49 ) $ (0.49 ) $ 0.00 $ 0.00 For the nine months ended For the nine months ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (2,030,703 ) $ (5,206,988 ) $ (431,493 ) $ (107,873 ) Denominator: Basic and diluted weighted average shares outstanding 2,242,476 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.91 ) $ (0.91 ) $ (0.02 ) $ (0.02 ) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accrued expenses consisted of the following at the dates indicated: September 30, December 31, Accrued expenses: Accrued legal fees $ 361,592 $ 1,905,225 Accrued printing costs related to S-4 filing 687,000 — Accrued accounting fees — 1,600 Total accrued expenses $ 1,048,592 $ 1,906,825 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurement [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 September 30, 2023 (unaudited) Assets Investments held in Trust Account: U.S. Treasury Securities $ 23,124,223 $ 23,124,223 $ — $ — Liabilities Forward Purchase Units $ 7,050,000 $ — $ — $ 7,050,000 December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 25,517,987 $ 25,517,987 $ — $ — |
Schedule of Significant Inputs Model For The Fair Value of Forward Purchase Agreement | The following table provides the significant inputs to the model for the fair value of the forward purchase agreement: At January 14, At Equity value $ 10.75 $ 11.12 Strike Price $ 11.93 $ 12.80 Remaining Life (years) 1.80 1.55 Risk-free rate 4.70 % 5.50 % Volatility 52.90 % 58.20 % |
Schedule of Changes in The Fair Value of Level 3 Financial Instruments | The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Level 3 Fair value as of January 14, 2023 (inception) $ 3,830,000 Change in fair value of Forward Purchase Agreement 3,220,000 Fair value as of September 30, 2023 $ 7,050,000 |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details) - USD ($) | 9 Months Ended | ||||||||||||
Oct. 04, 2023 | Jan. 16, 2023 | Oct. 28, 2022 | Nov. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 16, 2023 | Apr. 27, 2023 | Apr. 10, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Sep. 29, 2022 | Aug. 31, 2021 | |
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Deferred underwriting fees (in Dollars) | $ 5,635,000 | $ 4,135,000 | $ 8,050,000 | ||||||||||
Restricted from redeeming maximum percentage of public shares, without prior consent | 15% | ||||||||||||
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period | 100% | ||||||||||||
Percentage of public shares, at-per share price, payable in cash | 100% | ||||||||||||
Expenses payable on dissolution (in Dollars) | $ 100,000 | ||||||||||||
Value per public share in the trust account (in Dollars per share) | $ 10.15 | ||||||||||||
Ordinary shares, shares outstanding | 23,264,839 | 28,750,000 | |||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Ordinary shares, shares issued | 28,750,000 | ||||||||||||
Ordinary shares, percentage of voting power | 80.90% | ||||||||||||
Payments of stock issuance costs (in Dollars) | $ 7,000 | ||||||||||||
Aggregate principal amount (in Dollars) | $ 1,200,000 | ||||||||||||
Percentage of common stock issued and outstanding holders opted for redemption | 15.30% | ||||||||||||
Date of agreement | Oct. 04, 2023 | ||||||||||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Price per share (in Dollars per share) | $ 12 | ||||||||||||
Cash Held Outside The Trust Account (in Dollars) | $ 0 | ||||||||||||
Working Capital (in Dollars) | $ 15,854,752 | ||||||||||||
Minimum [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80% | ||||||||||||
Post-transaction ownership percentage of the target entity | 50% | ||||||||||||
Maximum [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Minimum net worth required for compliance of redemption limitation (in Dollars) | $ 5,000,001 | ||||||||||||
IPO [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Units issued during the period shares | 23,000,000 | ||||||||||||
Proceeds from initial public offering gross (in Dollars) | $ 230,000,000 | ||||||||||||
Transaction costs related to the issuances (in Dollars) | 13,617,198 | ||||||||||||
Cash underwriting fees (in Dollars) | 4,600,000 | ||||||||||||
Deferred underwriting fees (in Dollars) | 8,050,000 | ||||||||||||
Other offering cost (in Dollars) | 967,198 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Units issued during the period shares | 3,000,000 | ||||||||||||
Proceeds from initial public offering gross (in Dollars) | $ 30,000,000 | ||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares outstanding | 17,514,839 | 206,000 | 23,000,000 | ||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Ordinary shares, shares issued | 0.9 | 23,000,000 | |||||||||||
Temporary equity, shares subject to possible redemption | 2,080,915 | 376,977 | 2,457,892 | ||||||||||
Redemption price per share (in Dollars per share) | $ 10.72 | ||||||||||||
Temporary equity aggregate amount of redemption requirement (in Dollars) | $ 4,041,203 | ||||||||||||
Class A Ordinary Shares [Member] | Common Stock Subject to Mandatory Redemption [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares outstanding | 2,080,915 | 2,457,892 | |||||||||||
Ordinary shares, shares issued | 2,080,915 | 2,457,892 | |||||||||||
Temporary equity, shares subject to possible redemption | 20,542,108 | 23,000,000 | |||||||||||
Temporary equity shares issues and outstanding percentage | 89.30% | ||||||||||||
Payments of stock issuance costs (in Dollars) | $ 210,161,773 | ||||||||||||
Redemption price per share (in Dollars per share) | $ 10.23 | $ 10.15 | |||||||||||
Class B Ordinary Shares [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Ordinary shares, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||
Common Stock [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Merger Agreement [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares issued | 7,500,000 | ||||||||||||
Date of agreement | Jan. 16, 2023 | ||||||||||||
Conversion of stock, description | Prior to the effective time of the Business Combination (the “Effective Time”), the aggregate amount of each outstanding convertible promissory note of Spectaire, including all outstanding principal and interest accrued but unpaid thereon, will convert into shares of common stock, par value $0.0001 per share, of Spectaire (“Spectaire Common Stock”), and each share of the Series Seed Preferred Stock, par value $0.0001 per share, of Spectaire will convert into one share of Spectaire Common Stock (such conversions, the “Spectaire Security Conversion”); | ||||||||||||
Earnout period | 5 years | ||||||||||||
Merger Agreement [Member] | Class A Ordinary Shares [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Temporary equity, shares subject to possible redemption | 2,080,915 | ||||||||||||
Merger Agreement [Member] | Spectaire Common Stock [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Merger Agreement [Member] | Series Seed Preferred Stock [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Merger Agreement [Member] | Plan One [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares issued | 2,500,000 | ||||||||||||
Merger Agreement [Member] | Plan One [Member] | Minimum [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Weighted average closing sale price per share (in Dollars per share) | $ 15 | ||||||||||||
Merger Agreement [Member] | Plan One [Member] | Maximum [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Weighted average closing sale price per share (in Dollars per share) | $ 15 | ||||||||||||
Merger Agreement [Member] | Plan Two [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares issued | 5,000,000 | ||||||||||||
Merger Agreement [Member] | Plan Two [Member] | Minimum [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Weighted average closing sale price per share (in Dollars per share) | $ 20 | ||||||||||||
Merger Agreement [Member] | Plan Two [Member] | Maximum [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Weighted average closing sale price per share (in Dollars per share) | 20 | ||||||||||||
Merger Agreement [Member] | Plan Three [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares issued | 7,500,000 | ||||||||||||
Merger Agreement [Member] | Plan Three [Member] | Maximum [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Weighted average closing sale price per share (in Dollars per share) | $ 25 | $ 25 | |||||||||||
Merger Agreement [Member] | Plan Four [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares issued | 0 | ||||||||||||
Sponsor [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Investment of cash in trust account (in Dollars) | $ 233,450,000 | ||||||||||||
Cash deposited in trust account per unit (in Dollars per share) | $ 10.15 | ||||||||||||
Term of restricted investments | 185 days | ||||||||||||
Sponsor [Member] | Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Aggregate principal amount (in Dollars) | $ 720,000 | ||||||||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Units issued during the period shares | 1,050,000 | ||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Units issued during the period shares | 10,050,000 | ||||||||||||
Unit price per share (in Dollars per share) | $ 1 | ||||||||||||
Proceeds from sale of private placement warrants (in Dollars) | $ 10,050,000 | ||||||||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 12 | ||||||||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||||||||
Description of Organization, Business Operations and Liquidity (Details) [Line Items] | |||||||||||||
Ordinary shares, shares outstanding | 5,750,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Mar. 23, 2023 | Mar. 22, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Apr. 27, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Investments held in Trust Account | $ 23,124,223 | $ 23,124,223 | $ 25,517,987 | ||||||||
Expenses payable on dissolution | 100,000 | 100,000 | |||||||||
Re-measurement of carrying value to redemption value | (539,200) | $ (554,814) | $ (553,425) | $ (613,919) | $ (246,790) | ||||||
Deferred underwriting fees | $ 2,415,000 | ||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | ||||||||
Accrued for interest and penalties | 0 | $ 0 | 0 | ||||||||
Federal depository insurance coverage | 250,000 | ||||||||||
IPO [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Deferred offering costs | 13,617,198 | 13,617,198 | |||||||||
Cash underwriting fees | 4,600,000 | ||||||||||
Deferred underwriting fees | $ 8,050,000 | 8,050,000 | |||||||||
Other offering costs | 967,198 | ||||||||||
Offering costs, reduction of temporary equity | 12,907,420 | ||||||||||
Offering costs, reduction of permanent equity | $ 600,374 | ||||||||||
Deferred underwriting discount | $ 5,635,000 | $ 8,050,000 | |||||||||
Public Warrants And Private Placement Warrants [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Antidilutive securities excluded from computation of net income (loss) per share, amount (in Shares) | 21,550,000 | ||||||||||
Class A Ordinary Shares [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Temporary equity, shares subject to possible redemption (in Shares) | 2,080,915 | 2,080,915 | 376,977 | 2,457,892 | |||||||
Redemption price per share (in Dollars per share) | $ 10.72 | ||||||||||
Common Stock Subject to Mandatory Redemption [Member] | Class A Ordinary Shares [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Temporary equity, shares subject to possible redemption (in Shares) | 23,000,000 | 23,000,000 | 20,542,108 | ||||||||
Redemption price per share (in Dollars per share) | $ 10.15 | $ 10.15 | $ 10.23 | ||||||||
Re-measurement of carrying value to redemption value | $ 1,647,439 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Reconciliation of Ordinary Shares Subject to Possible Redemption - Class A Ordinary Shares [Member] - Securities Subject to Mandatory Redemption [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies (Details) - Reconciliation of Ordinary Shares Subject to Possible Redemption [Line Items] | ||||
Class A ordinary shares subject to possible redemption | $ 22,485,023 | $ 25,971,412 | $ 25,417,987 | $ 25,417,987 |
Class A ordinary shares subject to possible redemption | 23,024,223 | 22,485,023 | 25,971,412 | $ 23,024,223 |
Plus: | ||||
Remeasurement of carrying value to redemption value | $ 539,200 | 554,814 | $ 553,425 | |
Plus: | ||||
Initial Pre-Extension Redemption | $ (4,041,203) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Calculation of Basic and Diluted Net Loss Per Ordinary Share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Ordinary Shares | ||||
Numerator: | ||||
Net loss | $ (1,015,111) | $ (1,147) | $ (2,030,703) | $ (431,493) |
Denominator: | ||||
Weighted average shares outstanding, Basic | 2,080,915 | 23,000,000 | 2,242,476 | 23,000,000 |
Net income (loss) per share, Basic | $ (0.49) | $ 0 | $ (0.91) | $ (0.02) |
Class B Ordinary Shares | ||||
Numerator: | ||||
Net loss | $ (2,804,963) | $ (287) | $ (5,206,988) | $ (107,873) |
Denominator: | ||||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Net income (loss) per share, Basic | $ (0.49) | $ 0 | $ (0.91) | $ (0.02) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Calculation of Basic and Diluted Net Loss Per Ordinary Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Ordinary Shares | ||||
Summary of Significant Accounting Policies (Details) - Calculation of Basic and Diluted Net Loss Per Ordinary Share (Parentheticals) [Line Items] | ||||
Weighted average shares outstanding, Diluted | 2,080,915 | 23,000,000 | 2,242,476 | 23,000,000 |
Net Income (loss) per share, Diluted | $ (0.49) | $ 0 | $ (0.91) | $ (0.02) |
Class B Ordinary Shares | ||||
Summary of Significant Accounting Policies (Details) - Calculation of Basic and Diluted Net Loss Per Ordinary Share (Parentheticals) [Line Items] | ||||
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Net Income (loss) per share, Diluted | $ (0.49) | $ 0 | $ (0.91) | $ (0.02) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | |
Nov. 01, 2021 | Sep. 30, 2023 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Units issued during the period shares | 23,000,000 | |
Proceeds from initial public offering gross (in Dollars) | $ 230,000,000 | |
Units issued, description | Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). | |
Warrant exercisable to purchase one Class A ordinary share price (in Dollars per share) | $ 11.5 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Units issued during the period shares | 3,000,000 | |
Proceeds from initial public offering gross (in Dollars) | $ 30,000,000 | |
Warrant exercisable to purchase one Class A ordinary share price (in Dollars per share) | $ 10 |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Sale of warrants | shares | 10,050,000 |
Warrants price | $ 1 |
Gross proceeds from warrants issue | $ | $ 10,050,000 |
Over-Allotment Option [Member] | |
Private Placement (Details) [Line Items] | |
Sale of warrants | shares | 1,050,000 |
Warrant exercisable to purchase one Class A ordinary share price | $ 10 |
Class A Ordinary Shares [Member] | Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Warrant exercisable to purchase one Class A ordinary share price | $ 11.5 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 5,478,623 | $ 783,055 |
Legal fees | $ 4,929,584 | $ 752,885 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued expenses: | ||
Accrued legal fees | $ 361,592 | $ 1,905,225 |
Accrued printing costs related to S-4 filing | 687,000 | |
Accrued accounting fees | 1,600 | |
Total accrued expenses | $ 1,048,592 | $ 1,906,825 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Nov. 01, 2021 | Apr. 07, 2021 | Jan. 25, 2021 | Aug. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 16, 2023 | Apr. 10, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Oct. 28, 2022 | Sep. 29, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Ordinary shares, shares outstanding (in Shares) | 23,264,839 | 28,750,000 | ||||||||||||
Share price (in Dollars per share) | $ 12 | $ 12 | ||||||||||||
Number of sale units (in Shares) | 50,000 | |||||||||||||
Aggregate principal amount | $ 1,200,000 | |||||||||||||
Class B Ordinary Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Ordinary shares, shares outstanding (in Shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||||||
Class A Ordinary Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Ordinary shares, shares outstanding (in Shares) | 206,000 | 17,514,839 | 23,000,000 | |||||||||||
Class A Ordinary Shares [Member] | Extension Loan Warrants [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Debt instrument conversion price per share (in Dollars per share) | $ 1 | |||||||||||||
One Class A Ordinary Share [Member] | Extension Loan Warrants [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Warrants price (in Dollars per share) | $ 11.5 | |||||||||||||
Accrued Liabilities [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Operating Costs and Expenses | $ 3,264 | $ 85,586 | $ 27,185 | $ 232,053 | ||||||||||
Accounts payable related parties current | 43,940 | 43,940 | $ 55,626 | |||||||||||
Administrative Support Agreement [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Selling, General and Administrative Expense | 20,000 | $ 30,000 | 80,000 | $ 90,000 | ||||||||||
Spectaire [Member] | Merger Agreement [Member] | Promissory Note [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Drawdowns on debt | 818,000 | 818,000 | ||||||||||||
Working Capital Loans [Member] | Convertible Promissory Note [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Outstanding amount of debt | $ 661,701 | $ 661,701 | 25,000 | |||||||||||
Founder Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Stock issued during the period for services value | $ 25,000 | |||||||||||||
Share price (in Dollars per share) | $ 0.003 | |||||||||||||
Number of sale units (in Shares) | 90,000 | |||||||||||||
Share-based compensation shares grant date fair value per share (in Dollars per share) | $ 2.08 | |||||||||||||
Share-based compensation shares vested (in Shares) | 187,489 | |||||||||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Stock issued during the period shares issued for services (in Shares) | 7,187,500 | |||||||||||||
Founder shares forfeited during the period (in Shares) | ||||||||||||||
Founder Shares [Member] | Three Independent Directors [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Number of sale units (in Shares) | 30,000 | |||||||||||||
Sponsor [Member] | Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 720,000 | |||||||||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Stock issued during the period for services value | ||||||||||||||
Number of shares surrendered (in Shares) | 1,437,500 | |||||||||||||
Ordinary shares, shares outstanding (in Shares) | 5,750,000 | |||||||||||||
Minimum holding period for transfer | 1 year | |||||||||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 12 | $ 12 | ||||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Outstanding amount of debt | $ 20,000 | $ 20,000 | 20,000 | |||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | Maximum [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Related party transaction fees payable per month | $ 10,000 | |||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Debt instrument conversion price per share (in Dollars per share) | $ 1 | $ 1 | ||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | Maximum [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 2,500,000 | $ 2,500,000 | ||||||||||||
Extension Loan [Member] | Convertible Promissory Note [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Outstanding amount of debt | $ 574,815 | $ 574,815 | $ 196,631 |
Commitments (Details)
Commitments (Details) - USD ($) | 9 Months Ended | |
Mar. 23, 2023 | Sep. 30, 2023 | |
Commitments (Details) [Line Items] | ||
Number of sale units (in Shares) | 50,000 | |
Offering price (in Dollars per share) | $ 7.5 | |
Deferred underwriting fees | $ 2,415,000 | |
Over-Allotment Option [Member] | ||
Commitments (Details) [Line Items] | ||
Number of sale units (in Shares) | 3,000,000 | |
Offering price (in Dollars per share) | $ 10 | |
Aggregate purchase price | $ 30,000,000 | |
Cash underwriting discount per unit (in Dollars per share) | $ 0.2 | |
Cash underwriting discount | $ 4,600,000 | |
Deferred underwriting commission per unit (in Dollars per share) | $ 0.35 | |
Deferred underwriting commission | $ 8,050,000 | |
Maximum [Member] | Over-Allotment Option [Member] | ||
Commitments (Details) [Line Items] | ||
Deferred underwriting discount | 8,050,000 | |
Minimum [Member] | Over-Allotment Option [Member] | ||
Commitments (Details) [Line Items] | ||
Deferred underwriting discount | $ 5,635,000 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - $ / shares | 9 Months Ended | ||||||
Sep. 30, 2023 | Oct. 16, 2023 | Oct. 04, 2023 | Apr. 27, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | Sep. 29, 2022 | |
Shareholders’ Deficit (Details) [Line Items] | |||||||
Preferred Stock shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred Stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Preferred Stock, shares outstanding | |||||||
Preferred Stock, shares issued | |||||||
Common Stock par value (in Dollars per share) | $ 0.0001 | ||||||
Common Stock shares outstanding | 23,264,839 | 28,750,000 | |||||
Common Stock shares issued | 28,750,000 | ||||||
Percentage of common stock issued and outstanding | 20% | ||||||
Warrants expiration period | 5 years | ||||||
Warrant redemption period | 30 days | ||||||
Share price (in Dollars per share) | $ 12 | ||||||
Class A Ordinary Shares [Member] | |||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||
Common Stock shares authorized | 500,000,000 | 500,000,000 | |||||
Common Stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock voting rights | one vote | ||||||
Common Stock shares outstanding | 206,000 | 17,514,839 | 23,000,000 | ||||
Common Stock shares issued | 0.9 | 23,000,000 | |||||
Temporary Stock, shares outstanding | 2,080,915 | 376,977 | 2,457,892 | ||||
Class B Ordinary Shares [Member] | |||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||
Common Stock shares authorized | 50,000,000 | 50,000,000 | |||||
Common Stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock voting rights | one vote | ||||||
Common Stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||
Common Stock shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Common Stock Subject to Mandatory Redemption [Member] | Class A Ordinary Shares [Member] | |||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||
Common Stock shares outstanding | 2,080,915 | 2,457,892 | |||||
Common Stock shares issued | 2,080,915 | 2,457,892 | |||||
Temporary Stock, shares outstanding | 23,000,000 | 20,542,108 | |||||
Warrant [Member] | |||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||
Warrants price (in Dollars per share) | $ 0.01 | ||||||
Warrant [Member] | IPO [Member] | |||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||
Number of warrants issued | 21,550,000 | ||||||
Warrant [Member] | Public Warrants [Member] | |||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||
Number of warrants issued | 11,500,000 | ||||||
Warrant [Member] | Private Placement Warrants [Member] | |||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||
Number of warrants issued | 10,050,000 | ||||||
Warrant [Member] | Class A Ordinary Shares [Member] | |||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||
Warrant redemption period | 30 days | ||||||
Share price (in Dollars per share) | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Forward Purchase Agreement [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Change in fair value of forward purchase units | $ 2,760,000 | $ 3,220,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
US Treasury Securities [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | $ 23,124,223 | $ 25,517,987 |
Forward Purchase Units [Member] | ||
Liabilities | ||
Forward Purchase Units | 7,050,000 | |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | 23,124,223 | 25,517,987 |
Fair Value, Inputs, Level 1 [Member] | Forward Purchase Units [Member] | ||
Liabilities | ||
Forward Purchase Units | ||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | ||
Fair Value, Inputs, Level 2 [Member] | Forward Purchase Units [Member] | ||
Liabilities | ||
Forward Purchase Units | ||
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | ||
Fair Value, Inputs, Level 3 [Member] | Forward Purchase Units [Member] | ||
Liabilities | ||
Forward Purchase Units | $ 7,050,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Significant Inputs Model to the Fair Value of Forward Purchase Agreement | 9 Months Ended | |
Jan. 14, 2023 $ / shares | Sep. 30, 2023 $ / shares | |
Measurement Input Equity Value [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity value | 10.75 | 11.12 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike Price (in Dollars per share) | $ 11.93 | $ 12.8 |
Measurement Input Remaining Life [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining Life (years) | 1 year 9 months 18 days | 1 year 6 months 18 days |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 4.70% | 5.50% |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 52.90% | 58.20% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Financial Instruments - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value,Begining | $ 3,830,000 |
Fair value ,Ending | 7,050,000 |
Forward Purchase Agreement [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value of Forward Purchase Agreement | $ 3,220,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | ||||||
Oct. 17, 2023 | Oct. 16, 2023 | Oct. 04, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | Sep. 29, 2022 | |
Subsequent Events (Details) [Line Items] | |||||||
Subscription agreement | Oct. 04, 2023 | ||||||
Working capital expenses | $ 650,000 | ||||||
Shares issued (in Shares) | 28,750,000 | ||||||
Value per share (in Dollars per share) | $ 0.0001 | ||||||
Aggregate purchase price | $ 3,500,000 | ||||||
Initial shares (in Shares) | 50,000 | ||||||
Aggregate price | $ 3,000,000 | ||||||
Deferred cash | $ 1,500,000 | ||||||
Deferred underwriting | 4,135,000 | $ 5,635,000 | $ 8,050,000 | ||||
Additional capital | $ 10,000,000 | ||||||
Share purchase (in Shares) | 23,264,839 | 28,750,000 | |||||
Initial price percentage | 1% | ||||||
Recycle shares price (in Dollars per share) | $ 7.5 | ||||||
Unpaid principle amount | $ 1,200,000 | ||||||
Class A Ordinary Shares [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Shares issued (in Shares) | 0.9 | 23,000,000 | |||||
Value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Share purchase (in Shares) | 206,000 | 17,514,839 | 23,000,000 | ||||
Class B Ordinary Shares [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Shares issued (in Shares) | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Cancellation shares (in Shares) | 585,000 | ||||||
Value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Share purchase (in Shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||
Second Underwriting Agreement [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Deferred cash | $ 1,500,000 | ||||||
Jefferies [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Deferred cash | 2,000,000 | ||||||
Deferred underwriting | $ 5,635,000 | ||||||
PCCT [Member] | Class A Ordinary Shares [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Share purchase (in Shares) | 37,500 |