Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | PERCEPTION CAPITAL CORP. II | |
Entity Central Index Key | 0001844149 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-40976 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1578608 | |
Entity Address, Address Line One | 315 Lake Street East | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | Wayzata | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55391 | |
City Area Code | 952 | |
Local Phone Number | 456-5300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,080,915 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | PCCT | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Units, Each Consisting of One Class A Ordinary Share and One-half of One Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | PCCTU | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, Each whole Warrant Exercisable for One Class A Ordinary Share at an Exercise Price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | PCCTW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 48,857 | $ 4,730 |
Prepaid expenses | 77,179 | 107,179 |
Deferred offering costs | 14,532 | |
Total current assets | 140,568 | 111,909 |
Investments held in Trust Account | 26,071,412 | 25,517,987 |
Total Assets | 26,211,980 | 25,629,896 |
Current liabilities: | ||
Accounts payable | 755,466 | 783,055 |
Accounts payable - related party | 35,425 | 104,808 |
Accrued expenses | 3,714,663 | 1,906,825 |
Accrued expense - related party | 15,570 | 10,977 |
Accrued offering costs | 224,235 | 224,235 |
Convertible promissory notes - related party | 941,578 | 221,631 |
Forward purchase units | 4,020,000 | |
Total current liabilities | 9,706,937 | 3,251,531 |
Deferred underwriting fee payable | 5,635,000 | 8,050,000 |
Total Liabilities | 15,341,937 | 11,301,531 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares subject to possible redemption, 2,457,892 shares at redemption value of $10.57 and $10.34 per share at March 31, 2023 and December 31, 2022, respectively | 25,971,412 | 25,417,987 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
Accumulated deficit | (15,101,944) | (11,090,197) |
Total shareholders' deficit | (15,101,369) | (11,089,622) |
Total Liabilities and Shareholders' Deficit | 26,211,980 | 25,629,896 |
Class B Ordinary Shares | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 575 | $ 575 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Temporary equity, shares subject to possible redemption | 2,457,892 | 2,457,892 |
Temporary equity ordinary shares, per share | $ / shares | $ 10.57 | $ 10.34 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value | $ 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating and formation costs | $ 2,111,800 | $ 508,376 |
Loss from operations | (2,111,800) | (508,376) |
Interest and dividend income on investments held in Trust Account | 258,478 | 18,197 |
Change in fair value of forward purchase units | (190,000) | |
Net Loss | (2,043,322) | (490,179) |
Class A Ordinary Shares | ||
Net Loss | $ (611,882) | $ (392,143) |
Weighted average shares outstanding, Basic | 2,457,892 | 23,000,000 |
Weighted average shares outstanding, Diluted | 2,457,892 | 23,000,000 |
Net income (loss) per share, Basic | $ (0.25) | $ (0.02) |
Net Income (loss) per share, Diluted | $ (0.25) | $ (0.02) |
Class B Ordinary Shares | ||
Net Loss | $ (1,431,440) | $ (98,036) |
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 |
Net income (loss) per share, Basic | $ (0.25) | $ (0.02) |
Net Income (loss) per share, Diluted | $ (0.25) | $ (0.02) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Class A Ordinary Shares | Class B Ordinary Shares | Common Stock Class B Ordinary Shares | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ (7,196,068) | $ 575 | $ (7,196,643) | ||
Beginning Balance, Shares at Dec. 31, 2021 | 5,750,000 | ||||
Net loss | (490,179) | $ (392,143) | $ (98,036) | (490,179) | |
Ending Balance at Mar. 31, 2022 | (7,686,247) | $ 575 | (7,686,822) | ||
Ending Balance, Shares at Mar. 31, 2022 | 5,750,000 | ||||
Beginning Balance at Dec. 31, 2022 | (11,089,622) | $ 575 | (11,090,197) | ||
Beginning Balance, Shares at Dec. 31, 2022 | 5,750,000 | ||||
Net loss | (2,043,322) | $ (611,882) | $ (1,431,440) | (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 | |||
Ending Balance at Mar. 31, 2023 | $ (15,101,369) | $ 575 | $ (15,101,944) | ||
Ending Balance, Shares at Mar. 31, 2023 | 5,750,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | |||
Net Loss | $ (2,043,322) | $ (490,179) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest and dividend income on investments held in Trust Account | (258,478) | (18,197) | |
Change in fair value of forward purchase units | 190,000 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | 30,000 | 45,034 | |
Deferred offering costs | (14,533) | ||
Accounts payable | (27,588) | 12,305 | |
Accounts payable - related party | (69,383) | (49,182) | |
Accrued expenses | 1,807,838 | 193,294 | |
Accrued expenses - related party | 4,593 | 25,799 | |
Net cash used in operating activities | (380,873) | (281,126) | |
Cash Flows from Investing Activities: | |||
Cash deposited into Trust Account | (294,947) | ||
Net cash used in investing activities | (294,947) | ||
Cash Flows from Financing Activities: | |||
Proceeds from convertible promissory notes - related party | 719,947 | ||
Payment of offering costs | (7,000) | ||
Net cash provided by (used in) financing activities | 719,947 | (7,000) | |
Net Change in Cash | 44,127 | (288,126) | |
Cash - Beginning of period | 4,730 | 818,833 | $ 818,833 |
Cash - End of period | 48,857 | $ 530,707 | $ 4,730 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Accretion of Class A ordinary shares subject to redemption value | 553,425 | ||
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 | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [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 March 31, 2023 , the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through March 31, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering 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 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. There is no assurance that the Company will be able to complete a Business Combination successfully. 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 (initially anticipated to be $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity ("ASC 480"). The Company will proceed with a Business Combinat 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 by May 1, 2023. Subsequent to the period, the Company extended to the initial public offering date to November 1, 2023 (See Note 10), 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. Ame ndment 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 “October 28, 2022 charter extension”). Subsequent to the period, the Company extended to the initial public offering date to November 1, 2023 (See Note 10). 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, $210,161,773.71 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”). The total borrowings on the note as of March 31, 2023 491,578 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 purchase price allocation 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 PCCT 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-year period ("Earnout Period") following the closing of the Business Combination. If, during the Earnout Period, there is a Change of Control where the Company or its stockholders have the right to receive consideration implying a value per share of PCCT Common Stock of less than $15 no Earnout Shares will be issuable. If the value per share of PCCT Common Stock is greater than or equal to $ 15 but less than $20 th e n the Company shall issue 2,500,000 shares of PCCT Common Stock to the Eligible Company Equity holders. If the value per share of PCCT Common Stock is greater than or equal to $ 20 but less than $25 th e n the Company shall issue 5,000,000 shares of PCCT Common Stock to the Eligible Company Equity holders. If the value per share of PCCT Common Stock is greater than or equal to $ 25 th e n the Company shall issue 7,500,000 shares of PCCT Common Stock to the Eligible Company Equity holders. 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 Equity holders. 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, LLP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP (collectively the “Seller”) . On March 31, 2023, in association with the Merger Agreement, the Company issued an unsecured promissory note to Spectaire, Inc. March 31, 2023 Going Concern As of March 31, 2023 48,857 9,566,369 As noted in Note 10, subsequent to the reporting period the Company adopted an amendment to its amended and restatement memorandum and articles of association so that it will have until November 1, 2023 to complete a Business Combination. If a Business Combination is not consummated by November 1, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. 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. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period (including any extended period of time as described above). 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: Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley 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. Cash The Company co nsiders 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 March , 2022 Investments Held in Trust Account As of March 31, 2023 December 31, 2022 As of March 31, 2023 December 31, 2022 26,071,412 March 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 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 March March As of March Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,637,000 ) Issuance costs allocated to Class A ordinary shares (12,907,420 ) Plus: Accretion of carrying value to redemption value 28,124,181 Initial Pre-Extension Redemption (210,161,774 ) 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 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes 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 March 2022 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 March 31, 2023 For the three months ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (611,882 ) $ (1,431,440 ) $ (392,143 ) $ (98,036 ) Denominator: Basic and diluted weighted average shares 2,457,892 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.25 ) $ (0.25 ) $ (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 | 3 Months Ended |
Mar. 31, 2023 | |
Equity [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 | 3 Months Ended |
Mar. 31, 2023 | |
Equity [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. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Accrued Expenses | NOTE 5. ACCRUED EXPENSES Accrued expenses consisted of the following at the dates indicated: March 31, 2023 December 31, 2022 Accrued expenses: Accrued legal fees $ 3,581,322 $ 1,905,225 Accrued accounting fees 133,341 1,600 Total accrued expenses $ 3,714,663 $ 1,906,825 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 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 consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding (see Note 8). All share and per-share amounts have been retroactively restated to reflect the share surrender. Pursuant to the exercise of the underwriters' over-allotment option in full, no Founder Shares are subject to forfeiture. 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 months ended March 2022 $20,000 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. As of March 31, 2023 and December 31, 2022 450,000 25,000 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 May 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. As of March 31, 2023 and December 31, 2022 491,578 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 months ended March 31, 2023 15,425 March 31, 2023 and December 31, 2022 15,425 was recorded in accounts payable - related party , respectively . For the three months ended March 31, 2022 , $ 47,652 of such expenses were incurred and $ 25,799 was recorded in accrued expenses - related party . |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 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, as adjusted as described below, 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 waived fee amount of $2,415,000 was recorded as an increase to accumulated deficit on the Company's balance sheet |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders Equity Note [Abstract] | |
Shareholders' Equity | NOTE 8. SHAREHOLDERS' EQUITY Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2023 and December 31, 2022 there were no preference shares issued or outstanding. Class A ordinary shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022 , there were 2,457,892 Class A ordinary shares issued and outstanding, including 2,457,892 Class A ordinary shares subject to possible redemption. Class B ordinary shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 5,750,000 Class B ordinary shares issued and outstanding. 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. In August 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. 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 — A warrant holder may exercise its warrants only for a whole number of Class A ordinary share. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 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 . Once the Public Warrants become exercisable, the Company may redeem the outstanding 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 | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [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 March 31, 2023 Description Amount at Fair Value Level 1 Level 2 Level 3 March 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities $ 26,071,412 $ 26,071,412 $ — $ — Liabilities Forward purchase units $ 4,020,000 $ — $ — $ 4,020,000 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 units at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the forward purchase units 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 units. The expected life of the forward purchase units 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 units: At January 14, 2023 (inception) At March 31, 2023 Equity value $ 10.75 $ 10.63 Strike Price $ 11.93 $ 11.93 Remaining Life (years) 1.80 1.59 Risk-free rate 4.70 % 4.60 % Volatility 52.90 % 56.90 % 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 units 190,000 Fair value as of March 31, 2023 $ 4,020,000 The Company recognized a loss in connection with changes in the fair value of the forward purchase units liability of $ 190,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 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. On April 10, 2023, the company issued an amended and restated convertible promissory note (the “A&R extension loan”) to the sponsor, which amended and restated the original extension loan in its entirety to, among other things, increase the aggregate principal amount available thereunder from $720,000 to $1,200,000, the effectiveness of which is conditioned upon the approval of the company’s shareholders of the proposal to amend the company’s amended and restated memorandum and articles of association to extend the date by which the company must consummate an initial business combination from May 1, 2023 to November 1, 2023. Pursuant to the A&R extension loan, the sponsor has agreed to continue its monthly contributions of $0.04 for each Class A ordinary share of the company, par value $0.0001 per share (“Class A ordinary shares”), then outstanding until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial business combination and (ii) the aggregate advances under the A&R extension loan totaling $1,200,000. On April 27, 2023, the company filed with the Cayman Islands Registrar of Companies an amendment to the charter (the “charter amendment”) 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 (the “initial 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 (the “extension amendment”). Shareholders approved, by special resolution, the proposal to amend the charter to eliminate the limitation that the company may not redeem Class A ordinary shares to the extent that such redemption would result in the company having net tangible assets of less than $5,000,001 (the “redemption limitation”) in order to allow the company to redeem Class A ordinary shares irrespective of whether such redemption would exceed the redemption limitation (the “redemption limitation amendment” and, together with the extension amendment, the “proposed charter amendments”). In connection with the vote to approve the proposed charter amendments, 17 shareholders properly exercised their right to redeem an aggregate of 376,977 Class A ordinary shares, at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $4,033,654. On April 3, 2023, and April 19, 2023, the Company drew down $200,000, and $300,000, respectively on the promissory note in association with the Merger Agreement (see Note 1). On April 3, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that, for the previous 30 consecutive business days, the Market Value of Listed Securities (“MVLS”) for the Class A ordinary shares, was below the $50 million minimum MVLS requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). The letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until October 2, 2023 (the “MVLS Compliance Date”), to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Class A ordinary shares must be at least $50 million for a minimum of 10 consecutive business days at any time during this 180-day period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide the Company with written confirmation and will close the matter. If the Company does not regain compliance with the MVLS Rule by the MVLS Compliance Date, Nasdaq will provide notice that the Class A ordinary shares will be delisted from The Nasdaq Global Market. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination. The letter notes that if the Company is unable to regain compliance with the MVLS Rule prior to the MVLS Compliance Date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The Company is monitoring the MVLS of its Class A ordinary shares and will consider options available to it to potentially achieve compliance. On May 5, 2023, the Company received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that, for the previous 30 consecutive business days, the Market Value of Publicly Held Shares (“MVPHS”) for the Class A ordinary shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), was below the $15 million minimum MVPHS requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Rule”). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company will have 180 calendar days, or until November 1, 2023 (the “MVPHS Compliance Date”), to regain compliance with the MVPHS Rule. To regain compliance with the MVPHS Rule, the MVPHS for the Class A ordinary shares must be at least $15 million for a minimum of 10 consecutive business days at any time during this 180-day period. If the Company regains compliance with the MVPHS Rule, Nasdaq will provide the Company with written confirmation and will close the matter. If the Company does not regain compliance with the MVPHS Rule by the MVPHS Compliance Date, Nasdaq will provide notice that the Class A ordinary shares will be delisted from The Nasdaq Global Market. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination. The Letter notes that if the Company is unable to regain compliance with the MVPHS Rule prior to the MVPHS Compliance Date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The Company is monitoring the MVPHS of its Class A ordinary shares and will consider options available to it to potentially achieve compliance. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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. |
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. |
Cash | Cash The Company co nsiders 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 March , 2022 |
Investments Held in Trust Account | Investments Held in Trust Account As of March 31, 2023 December 31, 2022 As of March 31, 2023 December 31, 2022 26,071,412 March |
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 ). |
Ordinary Shares Subject To Possible Redemption | Class A 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 March March As of March Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,637,000 ) Issuance costs allocated to Class A ordinary shares (12,907,420 ) Plus: Accretion of carrying value to redemption value 28,124,181 Initial Pre-Extension Redemption (210,161,774 ) 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 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs |
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 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 March 2022 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 March 31, 2023 For the three months ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (611,882 ) $ (1,431,440 ) $ (392,143 ) $ (98,036 ) Denominator: Basic and diluted weighted average shares 2,457,892 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.25 ) $ (0.25 ) $ (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_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of Ordinary Shares Subject to Possible Redemption | As of March Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,637,000 ) Issuance costs allocated to Class A ordinary shares (12,907,420 ) Plus: Accretion of carrying value to redemption value 28,124,181 Initial Pre-Extension Redemption (210,161,774 ) 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 |
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 March 31, 2023 For the three months ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (611,882 ) $ (1,431,440 ) $ (392,143 ) $ (98,036 ) Denominator: Basic and diluted weighted average shares 2,457,892 5,750,000 23,000,000 5,750,000 Basic and diluted net loss per share $ (0.25 ) $ (0.25 ) $ (0.02 ) $ (0.02 ) |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at the dates indicated: March 31, 2023 December 31, 2022 Accrued expenses: Accrued legal fees $ 3,581,322 $ 1,905,225 Accrued accounting fees 133,341 1,600 Total accrued expenses $ 3,714,663 $ 1,906,825 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [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 March 31, 2023 Description Amount at Fair Value Level 1 Level 2 Level 3 March 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities $ 26,071,412 $ 26,071,412 $ — $ — Liabilities Forward purchase units $ 4,020,000 $ — $ — $ 4,020,000 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 Units | The following table provides the significant inputs to the model for the fair value of the forward purchase units: At January 14, 2023 (inception) At March 31, 2023 Equity value $ 10.75 $ 10.63 Strike Price $ 11.93 $ 11.93 Remaining Life (years) 1.80 1.59 Risk-free rate 4.70 % 4.60 % Volatility 52.90 % 56.90 % |
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 units 190,000 Fair value as of March 31, 2023 $ 4,020,000 |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity - Additional Information (Detail) | 3 Months Ended | ||||||||
Jan. 16, 2023 d $ / shares shares | Oct. 28, 2022 USD ($) $ / shares shares | Nov. 01, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) | Sep. 29, 2022 shares | Aug. 31, 2021 shares | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Deferred underwriting fees | $ | $ 5,635,000 | $ 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 | $ | $ 100,000 | ||||||||
Value per public share in the trust account | $ / shares | $ 10.15 | ||||||||
Ordinary shares, shares outstanding | 23,264,839 | 28,750,000 | |||||||
Ordinary shares, percentage of voting power | 80.90% | ||||||||
Ordinary shares, shares issued | 28,750,000 | ||||||||
Payments of stock issuance costs | $ | $ 7,000 | ||||||||
Preference shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Cash held outside the trust account | $ | $ 48,857 | ||||||||
Working capital deficit | $ | 9,566,369 | ||||||||
Merger Agreement | |||||||||
Organization Consolidation and Presentation of Financial Statements [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”); | ||||||||
Number of trading days | d | 20 | ||||||||
Number of consecutive trading days | d | 30 | ||||||||
Earnout period | 5 years | ||||||||
Merger Agreement | Quoted Price Greater Than or Equal to 15 | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, shares issued | 2,500,000 | ||||||||
Merger Agreement | Quoted Price Greater Than or Equal to 20 | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, shares issued | 5,000,000 | ||||||||
Merger Agreement | Quoted Price Greater Than or Equal to 25 | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, shares issued | 7,500,000 | ||||||||
Merger Agreement | Quoted Price Less Than 15 | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, shares issued | 0 | ||||||||
Extension Loan | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Outstanding amount of debt | $ | 491,578 | ||||||||
Promissory Note | Merger Agreement | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Aggregate principal amount | $ | 500,000 | ||||||||
Drawdowns on debt | $ | $ 0 | ||||||||
Class A Ordinary Shares | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, shares outstanding | 17,514,839 | 0 | 0 | 23,000,000 | |||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, shares issued | 0 | 0 | 23,000,000 | ||||||
Temporary equity, shares subject to possible redemption | 2,457,892 | 2,457,892 | |||||||
Class A Ordinary Shares | Merger Agreement | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Temporary equity, shares subject to possible redemption | 2,457,892 | ||||||||
Class A Ordinary Shares | Shares Subject to Possible Redemption | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, shares outstanding | 2,457,892 | 2,457,892 | |||||||
Ordinary shares, shares issued | 2,457,892 | 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 | $ | $ 210,161,773.71 | ||||||||
Redemption price per share | $ / shares | $ 10.23 | $ 10.15 | |||||||
Class B Ordinary Shares | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||||
Series Seed Preferred Stock | Merger Agreement | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Preference shares, par value | $ / shares | $ 0.0001 | ||||||||
Spectaire Common Stock | Merger Agreement | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, par value | $ / shares | 0.0001 | ||||||||
Minimum | |||||||||
Organization Consolidation and Presentation of Financial Statements [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% | ||||||||
Value per share to be maintained in the trust account | $ / shares | $ 10.15 | ||||||||
Maximum | Merger Agreement | Quoted Price Greater Than or Equal to 15 | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Weighted average closing sale price per share | $ / shares | 15 | ||||||||
Maximum | Merger Agreement | Quoted Price Greater Than or Equal to 20 | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Weighted average closing sale price per share | $ / shares | 20 | ||||||||
Maximum | Merger Agreement | Quoted Price Greater Than or Equal to 25 | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Weighted average closing sale price per share | $ / shares | $ 25 | ||||||||
Sponsor | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Investment of cash in trust account | $ | $ 233,450,000 | ||||||||
Cash deposited in trust account per unit | $ / shares | $ 10.15 | ||||||||
Term of restricted investments | 185 days | ||||||||
Sponsor | Class B Ordinary Shares | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Ordinary shares, shares outstanding | 5,750,000 | ||||||||
Sponsor | Maximum | Convertible Promissory Note | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Aggregate principal amount | $ | $ 720,000 | ||||||||
IPO | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Units issued during the period shares | 23,000,000 | ||||||||
Proceeds from initial public offering gross | $ | $ 230,000,000 | ||||||||
Transaction costs related to the issuances | $ | $ 13,617,198 | ||||||||
Cash underwriting fees | $ | 4,600,000 | ||||||||
Deferred underwriting fees | $ | 8,050,000 | ||||||||
Other offering cost | $ | $ 967,198 | ||||||||
Over-Allotment Option | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Units issued during the period shares | 3,000,000 | ||||||||
Proceeds from initial public offering gross | $ | $ 30,000,000 | ||||||||
Over-Allotment Option | Sponsor | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Units issued during the period shares | 1,050,000 | ||||||||
Private Placement | Sponsor | |||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Units issued during the period shares | 10,050,000 | ||||||||
Unit price per share | $ / shares | $ 1 | ||||||||
Proceeds from sale of private placement warrants | $ | $ 10,050,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||||||
Mar. 23, 2023 | Mar. 22, 2023 | Nov. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | Mar. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Cash equivalents | $ 0 | $ 0 | |||||
Investments held in Trust Account | 26,071,412 | $ 25,517,987 | |||||
Re-measurement of carrying value to redemption value | 553,425 | ||||||
Expenses payable on dissolution | 100,000 | ||||||
Deferred offering costs | 14,532 | ||||||
Unrecognized tax benefits | 0 | $ 0 | |||||
Accrued for interest and penalties | 0 | $ 0 | |||||
Federal depository insurance coverage | $ 250,000 | ||||||
Public Warrants and Private Placement Warrants | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Antidilutive securities excluded from computation of net income (loss) per share, amount | 21,550,000 | ||||||
IPO | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Deferred offering costs | $ 13,507,794 | ||||||
Cash underwriting fees | 4,600,000 | ||||||
Deferred underwriting fees | 8,050,000 | ||||||
Other offering costs | 857,794 | ||||||
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 | |||||
Class A Ordinary Shares | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Temporary equity, shares subject to possible redemption | 2,457,892 | 2,457,892 | |||||
Class A Ordinary Shares | Shares Subject to Possible Redemption | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Temporary equity, shares subject to possible redemption | 23,000,000 | 20,542,108 | |||||
Redemption price per share | $ 10.15 | $ 10.23 | |||||
Re-measurement of carrying value to redemption value | $ 553,425 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Less: Issuance costs allocated to Class A ordinary shares | $ (7,000) | ||
Re-measurement of carrying value to redemption value | $ 553,425 | ||
Ordinary shares subject to possible redemption | 25,971,412 | $ 25,417,987 | |
Class A Ordinary Shares | Securities Subject to Mandatory Redemption | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 230,000,000 | ||
Less: Proceeds allocated to Public Warrants | (9,637,000) | ||
Less: Issuance costs allocated to Class A ordinary shares | (12,907,420) | ||
Accretion of carrying value to redemption value | 28,124,181 | ||
Re-measurement of carrying value to redemption value | 553,425 | ||
Initial Pre-Extension Redemption | (210,161,774) | ||
Ordinary shares subject to possible redemption | $ 25,971,412 | $ 25,417,987 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Loss Per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (2,043,322) | $ (490,179) |
Class A Ordinary Shares | ||
Numerator: | ||
Net loss | $ (611,882) | $ (392,143) |
Denominator: | ||
Weighted average shares outstanding, Basic | 2,457,892 | 23,000,000 |
Weighted average shares outstanding, Diluted | 2,457,892 | 23,000,000 |
Net income (loss) per share, Basic | $ (0.25) | $ (0.02) |
Net Income (loss) per share, Diluted | $ (0.25) | $ (0.02) |
Class B Ordinary Shares | ||
Numerator: | ||
Net loss | $ (1,431,440) | $ (98,036) |
Denominator: | ||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 |
Net income (loss) per share, Basic | $ (0.25) | $ (0.02) |
Net Income (loss) per share, Diluted | $ (0.25) | $ (0.02) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 3 Months Ended | |
Nov. 01, 2021 | Mar. 31, 2023 | |
IPO | ||
Subsidiary Sale Of Stock [Line Items] | ||
Units issued during the period shares | 23,000,000 | |
Proceeds from initial public offering gross | $ 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 | $ 11.50 | |
Over-Allotment Option | ||
Subsidiary Sale Of Stock [Line Items] | ||
Units issued during the period shares | 3,000,000 | |
Proceeds from initial public offering gross | $ 30,000,000 | |
Warrant exercisable to purchase one Class A ordinary share price | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Nov. 02, 2021 | Nov. 01, 2021 |
Private Placement | ||
Subsidiary Sale Of Stock [Line Items] | ||
Sale of warrants | 10,050,000 | |
Warrants price | $ 1 | |
Gross proceeds from warrants issue | $ 10,050,000 | |
Private Placement | Class A Ordinary Shares | ||
Subsidiary Sale Of Stock [Line Items] | ||
Warrant exercisable to purchase one Class A ordinary share price | $ 11.50 | |
Over-Allotment Option | ||
Subsidiary Sale Of Stock [Line Items] | ||
Sale of warrants | 1,050,000 | |
Warrant exercisable to purchase one Class A ordinary share price | $ 10 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued expenses: | ||
Accrued legal fees | $ 3,581,322 | $ 1,905,225 |
Accrued accounting fees | 133,341 | 1,600 |
Total accrued expenses | $ 3,714,663 | $ 1,906,825 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Nov. 01, 2021 | Apr. 07, 2021 | Jan. 25, 2021 | Aug. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | Oct. 28, 2022 | Sep. 29, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares, shares outstanding | 23,264,839 | 28,750,000 | ||||||||
Accounts payable - related party | $ 35,425 | $ 104,808 | ||||||||
Reimbursed Expenses- Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction accrued expenses incurred | 15,425 | $ 47,652 | ||||||||
Accounts payable - related party | 15,425 | 25,799 | 55,626 | |||||||
Working Capital Loans | Convertible Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Outstanding amount of debt | 450,000 | 25,000 | ||||||||
Administrative Support Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction administration support expenses incurred | $ 30,000 | $ 30,000 | ||||||||
Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period for services value | $ 25,000 | |||||||||
Share price | $ 0.003 | |||||||||
Number of sale units | 90,000 | |||||||||
Share-based compensation shares grant date fair value per share | $ 2.08 | |||||||||
Share-based compensation shares vested | 187,489 | |||||||||
Founder Shares | Three Independent Directors | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of sale units | 30,000 | |||||||||
Sponsor | Working Capital Loans | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument conversion price per share | $ 1 | |||||||||
Sponsor | Maximum | Convertible Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate principal amount | $ 720,000 | |||||||||
Sponsor | Maximum | Working Capital Loans | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate principal amount | $ 2,500,000 | |||||||||
Sponsor | Administrative Support Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Outstanding amount of debt | 20,000 | 20,000 | ||||||||
Sponsor | Administrative Support Agreement | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction fees payable per month | 10,000 | |||||||||
Extension Loan | Convertible Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Outstanding amount of debt | $ 491,578 | $ 196,631 | ||||||||
Class B Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Class B Ordinary Shares | Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period shares issued for services | 7,187,500 | |||||||||
Founder shares forfeited during the period | 0 | |||||||||
Class B Ordinary Shares | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period for services value | $ 0 | |||||||||
Number of shares surrendered | 1,437,500 | |||||||||
Ordinary shares, shares outstanding | 5,750,000 | |||||||||
Minimum holding period for transfer, assignment or sale of founder shares | 1 year | |||||||||
Class A Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares, shares outstanding | 0 | 0 | 17,514,839 | 23,000,000 | ||||||
Class A Ordinary Shares | Extension Loan Warrants | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument conversion price per share | $ 1 | |||||||||
Class A Ordinary Shares | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | |||||||||
Threshold trading days | 20 days | |||||||||
Threshold consecutive trading days | 30 days | |||||||||
Period after initial business combination | 150 days | |||||||||
One Class A Ordinary Share | Extension Loan Warrants | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants price | $ 11.50 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - Underwriting Agreement - USD ($) | 3 Months Ended | |
Nov. 01, 2021 | Mar. 31, 2023 | |
Commitments [Line Items] | ||
Number of sale units | 3,000,000 | |
Offering price | $ 10 | |
Aggregate purchase price | $ 30,000,000 | |
Cash underwriting discount per unit | $ 0.20 | |
Cash underwriting discount | $ 4,600,000 | |
Deferred underwriting commission per unit | $ 0.35 | |
Deferred underwriting commission | $ 8,050,000 | |
Deferred underwriting fees | $ 2,415,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Oct. 28, 2022 | Jan. 25, 2021 | Aug. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 29, 2022 | |
Class Of Stock [Line Items] | |||||||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | |||||
Preference shares, par value | $ 0.0001 | $ 0.0001 | |||||
Preference shares, shares issued | 0 | 0 | |||||
Preference shares, shares outstanding | 0 | 0 | |||||
Ordinary shares, shares issued | 28,750,000 | ||||||
Ordinary shares, shares outstanding | 23,264,839 | 28,750,000 | |||||
Payments of stock issuance costs | $ 7,000 | ||||||
Common stock, conversion basis | one-for-one basis | ||||||
Percentage of common stock issued and outstanding | 20% | ||||||
Warrant issuance, description | No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. | ||||||
Warrants expiration period | 5 years | ||||||
Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Warrants price | $ 0.01 | ||||||
Warrant redemption period | 30 days | ||||||
Warrants | IPO | |||||||
Class Of Stock [Line Items] | |||||||
Number of warrants issued | 21,550,000 | ||||||
Warrants | Public Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Number of warrants issued | 11,500,000 | ||||||
Warrants | Private Placement Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Number of warrants issued | 10,050,000 | ||||||
Class A Ordinary Shares | |||||||
Class Of Stock [Line Items] | |||||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock voting rights | one vote | ||||||
Ordinary shares, shares issued | 0 | 0 | 23,000,000 | ||||
Ordinary shares, shares outstanding | 17,514,839 | 0 | 0 | 23,000,000 | |||
Temporary equity, shares subject to possible redemption | 2,457,892 | 2,457,892 | |||||
Class A Ordinary Shares | Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Warrant redemption period | 30 days | ||||||
Threshold trading days for redemption of warrants | 20 days | ||||||
Minimum threshold written notice period for redemption of warrants | 30 days | ||||||
Share price | $ 18 | ||||||
Class A Ordinary Shares | Shares Subject to Possible Redemption | |||||||
Class Of Stock [Line Items] | |||||||
Ordinary shares, shares issued | 2,457,892 | 2,457,892 | |||||
Ordinary shares, shares outstanding | 2,457,892 | 2,457,892 | |||||
Temporary equity, shares subject to possible redemption | 20,542,108 | 23,000,000 | |||||
Payments of stock issuance costs | $ 210,161,773.71 | ||||||
Class B Ordinary Shares | |||||||
Class Of Stock [Line Items] | |||||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock voting rights | one vote | ||||||
Ordinary shares, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Class B Ordinary Shares | Sponsor | |||||||
Class Of Stock [Line Items] | |||||||
Payments of stock issuance costs | $ 25,000 | ||||||
Exchange for issuance of common stock shares | 7,187,500 | ||||||
Number of common stock surrendered | 1,437,500 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Forward Purchase Units | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities, Fair value | $ 4,020,000 | |
U.S. Treasury Securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Investments held in trust account, Fair value | 26,071,412 | $ 25,517,987 |
Level 1 | U.S. Treasury Securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Investments held in trust account, Fair value | 26,071,412 | $ 25,517,987 |
Level 3 | Forward Purchase Units | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities, Fair value | $ 4,020,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Significant Inputs Model For The Fair Value of Forward Purchase Units (Details) - Forward Purchase Units | 3 Months Ended | |
Jan. 14, 2023 $ / shares | Mar. 31, 2023 $ / shares | |
Equity value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 10.75 | 10.63 |
Strike Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 11.93 | 11.93 |
Remaining Life (years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining Life (years) | 1 year 7 months 17 days | 1 year 7 months 2 days |
Risk-free rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.0470 | 0.0460 |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.5290 | 0.5690 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in The Fair Value of Level 3 Financial Instruments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | |
Level 3 | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair Value Beginning Balance | $ 3,830,000 | |
Fair value Ending Balance | $ 4,020,000 | 4,020,000 |
Forward Purchase Units | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of forward purchase units | $ 190,000 | |
Forward Purchase Units | Level 3 | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of forward purchase units | $ 190,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Forward Purchase Units | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Change in fair value of forward purchase units | $ 190,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | May 05, 2023 USD ($) $ / shares | Apr. 27, 2023 USD ($) Numberofholder $ / shares shares | Apr. 03, 2023 USD ($) | Apr. 19, 2023 USD ($) | Apr. 10, 2023 USD ($) $ / shares | Apr. 09, 2023 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Jan. 16, 2023 shares | Dec. 31, 2022 $ / shares shares | Oct. 31, 2022 USD ($) | Oct. 28, 2022 $ / shares |
Promissory Note | Merger Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||
Drawdowns on debt | $ 0 | ||||||||||
Sponsor | Convertible Promissory Note | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate principal amount | $ 720,000 | ||||||||||
Class A Ordinary Shares | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Temporary equity, shares subject to possible redemption | shares | 2,457,892 | 2,457,892 | |||||||||
Class A Ordinary Shares | Merger Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Temporary equity, shares subject to possible redemption | shares | 2,457,892 | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
MVLS compliance date | Oct. 02, 2023 | ||||||||||
Minimum consecutive business days | 10 days | 10 days | |||||||||
MVPHS compliance date | Nov. 01, 2023 | ||||||||||
Subsequent Event | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Minimum net worth required for compliance of redemption limitation | $ 5,000,001 | ||||||||||
Subsequent Event | Promissory Note | Merger Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Drawdowns on debt | $ 200,000 | $ 300,000 | |||||||||
Subsequent Event | Sponsor | Convertible Promissory Note | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate principal amount | $ 1,200,000 | $ 720,000 | |||||||||
Subsequent Event | Class A Ordinary Shares | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||||||
Redemption price per share | $ / shares | $ 10.70 | ||||||||||
Aggregate redemption amount | $ 4,033,654 | ||||||||||
Temporary equity, shares subject to possible redemption | shares | 376,977 | ||||||||||
Number of shareholders, exercised redemption | Numberofholder | 17 | ||||||||||
Minimum MVLS capital requirement for continued listing | $ 50,000,000 | ||||||||||
Minimum MVPHS capital requirement for continued listing | $ 15,000,000 | ||||||||||
Subsequent Event | Class A Ordinary Shares | Sponsor | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||||||
Subsequent Event | Class A Ordinary Shares | Sponsor | Convertible Promissory Note | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Trust account loan per share | $ / shares | $ 0.04 |