Landcadia Holdings IV Inc - Ordinary Shares (LCA) 10-Q 17 Nov 23 2023 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 15, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Entity Registrant Name	Landcadia Holdings IV, Inc.
Entity File Number	001-40283
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1889525
Entity Address, Address Line One	1510 West Loop South
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77027
City Area Code	713
Local Phone Number	850-1010
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		13,558,523
Entity Central Index Key	0001844642
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Document Transition Report	false
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Trading Symbol	LCAHU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	LCA
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	LCAHW
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 162,029	$ 1,557,716
Prepaid expenses	28,502	197,366
Total current assets	190,531	1,755,082
Cash held in trust account	11,050,470	13,850,950
Deferred tax asset	80,346
Total assets	11,321,347	15,606,032
Current liabilities:
Accounts payable and accrued liabilities	882,596	803,254
Notes payable, affiliates	$ 2,273,712	$ 1,573,712
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Income tax payable	$ 48,093	$ 1,427,375
Total current liabilities	3,204,401	3,804,341
Warrant liability	2,916,667	2,083,333
Total liabilities	6,121,068	5,887,674
Commitments
Stockholders' Deficit:
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding
Accumulated deficit	(5,851,441)	(4,133,842)
Total stockholders' deficit	(5,850,191)	(4,132,592)
Total liabilities and stockholders' deficit	11,321,347	15,606,032
Class A common stock
Stockholders' Deficit:
Common stock	0	0
Class A common stock subject to possible redemption
Current liabilities:
Class A common stock subject to possible redemption, 1,058,523 shares at $10.44 per share and 1,357,537 shares at $10.20 per share at September 30, 2023 and December 31, 2022, respectively	11,050,470	13,850,950
Class B common stock
Stockholders' Deficit:
Common stock	$ 1,250	$ 1,250

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, share issued	0	0
Preferred stock, share outstanding	0	0
Common stock par value (in dollars per share)	$ 0.00088
Class A common stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	240,000,000	240,000,000
Class A common stock subject to possible redemption
Shares subject to possible redemption	1,058,523	1,357,537
Shares subject to possible redemption, redemption value (in dollars per share)	$ 10.44	$ 10.20
Class A common stock not subject to redemption
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B common stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	60,000,000	60,000,000
Common stock, shares issued (in shares)	12,500,000	12,500,000
Common stock, shares outstanding (in shares)	12,500,000	12,500,000

STATEMENTS OF OPERATIONS (UNAUD

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Expenses:
General and administrative expenses	$ 364,505	$ 380,650	$ 915,433	$ 1,303,786
Loss from operations	(364,505)	(380,650)	(915,433)	(1,303,786)
Other income (expense):
Interest income	161,768	2,592,257	333,930	3,428,572
Gain (loss) on warrant liability	416,666	3,541,667	(833,334)	17,916,666
Total income (expense)	578,434	6,133,924	(499,404)	21,345,238
Income (loss) before taxes	213,929	5,753,274	(1,414,837)	20,041,452
Tax benefit (provision)	4,365	(285,664)	4,365	(85,593)
Net income (loss)	218,294	5,467,610	(1,410,472)	19,955,859
Class A common stock
Other income (expense):
Net income (loss)	$ 21,393	$ 4,374,088	$ (138,226)	$ 15,964,687
Class A basic and diluted income (loss) per share:
Net income (loss) per share, basic (in dollar per share)	$ 0.02	$ 0.09	$ (0.10)	$ 0.32
Net income (loss) per share, diluted (in dollar per share)	$ 0.02	$ 0.09	$ (0.10)	$ 0.32
Basic weighted average number of shares outstanding (in shares)	1,344,536	50,000,000	1,353,156	50,000,000
Diluted weighted average number of shares outstanding (in shares)	1,344,536	50,000,000	1,353,156	50,000,000
Class B common stock
Other income (expense):
Net income (loss)	$ 196,901	$ 1,093,522	$ (1,272,246)	$ 3,991,172
Class A basic and diluted income (loss) per share:
Net income (loss) per share, basic (in dollar per share)	$ 0.02	$ 0.09	$ (0.10)	$ 0.32
Net income (loss) per share, diluted (in dollar per share)	$ 0.02	$ 0.09	$ (0.10)	$ 0.32
Basic weighted average number of shares outstanding (in shares)	12,500,000	12,500,000	12,500,000	12,500,000
Diluted weighted average number of shares outstanding (in shares)	12,500,000	12,500,000	12,500,000	12,500,000

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class B common stock not subject to redemption Common Stock	Additional paid-in capital	Accumulated deficit	Total
Balance at beginning at Dec. 31, 2021	$ 1,250	$ 0	$ (38,987,117)	$ (38,985,867)
Balance at beginning (in shares) at Dec. 31, 2021	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)	$ 0	0	10,172,635	10,172,635
Balance at ending at Mar. 31, 2022	$ 1,250	0	(28,814,482)	(28,813,232)
Balance ending (in shares) at Mar. 31, 2022	12,500,000
Balance at beginning at Dec. 31, 2021	$ 1,250	0	(38,987,117)	(38,985,867)
Balance at beginning (in shares) at Dec. 31, 2021	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)				19,955,859
Balance at ending at Sep. 30, 2022	$ 1,250	0	(21,800,870)	(21,799,620)
Balance ending (in shares) at Sep. 30, 2022	12,500,000
Balance at beginning at Mar. 31, 2022	$ 1,250	0	(28,814,482)	(28,813,232)
Balance at beginning (in shares) at Mar. 31, 2022	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)	$ 0	0	4,315,614	4,315,614
Remeasurement of class A shares subject to redemption	0	0	(705,392)	(705,392)
Balance at ending at Jun. 30, 2022	$ 1,250	0	(25,204,260)	(25,203,010)
Balance ending (in shares) at Jun. 30, 2022	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)	$ 0	0	5,467,610	5,467,610
Remeasurement of class A shares subject to redemption	0	0	(2,064,220)	(2,064,220)
Balance at ending at Sep. 30, 2022	$ 1,250	0	(21,800,870)	(21,799,620)
Balance ending (in shares) at Sep. 30, 2022	12,500,000
Balance at beginning at Dec. 31, 2022	$ 1,250	0	(4,133,842)	(4,132,592)
Balance at beginning (in shares) at Dec. 31, 2022	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)	$ 0	0	(1,639,026)	(1,639,026)
Remeasurement of class A shares subject to redemption	0	0	(13,851)	(13,851)
Balance at ending at Mar. 31, 2023	$ 1,250	0	(5,786,719)	(5,785,469)
Balance ending (in shares) at Mar. 31, 2023	12,500,000
Balance at beginning at Dec. 31, 2022	$ 1,250	0	(4,133,842)	(4,132,592)
Balance at beginning (in shares) at Dec. 31, 2022	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)				(1,410,472)
Balance at ending at Sep. 30, 2023	$ 1,250	0	(5,851,441)	(5,850,191)
Balance ending (in shares) at Sep. 30, 2023	12,500,000
Balance at beginning at Mar. 31, 2023	$ 1,250	0	(5,786,719)	(5,785,469)
Balance at beginning (in shares) at Mar. 31, 2023	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)	$ 0	0	10,260	10,260
Remeasurement of class A shares subject to redemption	0	0	(144,951)	(144,951)
Balance at ending at Jun. 30, 2023	$ 1,250	0	(5,921,410)	(5,920,160)
Balance ending (in shares) at Jun. 30, 2023	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)	$ 0	0	218,294	218,294
Remeasurement of class A shares subject to redemption	0	0	(148,325)	(148,325)
Balance at ending at Sep. 30, 2023	$ 1,250	$ 0	$ (5,851,441)	$ (5,850,191)
Balance ending (in shares) at Sep. 30, 2023	12,500,000

STATEMENTS OF CASH FLOWS (UNAUD

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (1,410,472)	$ 19,955,859
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Trust account interest income	(333,930)	(3,428,572)
Loss (Gain) on warrant liability	833,334	(17,916,666)
Deferred tax asset	(80,346)	(454,290)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	168,864	633,893
Increase (decrease) in accounts payable and accrued liabilities	79,342	(111,123)
Increase (decrease) in income taxes payable	(1,379,282)	539,883
Net cash provided by (used in) operating activities	(2,122,490)	(781,016)
Cash flows from investing activities:
Cash withdrawn from trust account for redemption payments	3,107,608
Cash withdrawn from trust account for tax payments	58,558	142,188
Cash deposited in trust account	(31,755)
Net cash provided by (used in) investing activities	3,134,411	142,188
Cash flows from financing activities:
Class A share redemptions	(3,107,608)
Proceeds from affiliate notes payable	700,000	650,000
Net cash provided by (used in) financing activities	(2,407,608)	650,000
Net increase (decrease) in cash and cash equivalents	(1,395,687)	11,172
Cash and cash equivalents at beginning of period	1,557,716	41,301
Cash and cash equivalents at end of period	162,029	52,473
Supplemental schedule of non-cash financing activities:
Remeasurement of class A common shares subject to redemption	$ 307,127	$ 2,769,612

Nature of Business

Nature of Business	9 Months Ended
	Sep. 30, 2023
Nature of Business
Nature of Business	1. Nature of Business Business Landcadia Holdings IV, Inc., (the “Company,” “we,” “us” or “our”), was formed as JFG Holding I LLC, a Delaware limited liability company on August 13, 2020 and converted into a Delaware corporation on January 28, 2021. We consummated an initial public offering (the “Public Offering”) on March 29, 2021. The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet identified a Business Combination for these purposes. There is no assurance that its plans to consummate a Business Combination will be successful or successful within the target business acquisition period. All activity through September 30, 2023 relates to the Company’s formation and Public Offering, which is described below, and identifying a target company for a Business Combination. Sponsors The Company’s sponsors are TJF, LLC (“TJF”) and Jefferies Financial Group Inc. (“JFG” and together with TJF, the “Sponsors”). TJF is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer. Liquidation and Going Concern In connection with our assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination before March 24, 2024, raises substantial doubt about its ability to continue as a going concern. If a Business Combination is not consummated by March 24, 2024, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 24, 2024. Financing Prior to the Public Offering, on August 13, 2020, JFG purchased 100% of the membership interest in the Company for $1,000. On January 28, 2021, the Company was converted from a limited liability company to a corporation and issued 5,727,000 shares of Class B common stock, $0.0001 par value (the “Founder Shares”) in lieu of membership rights to its member. Then on February 2, 2021, the Company completed a 1:1.25 stock split of all Founder Shares, resulting in total shares issued and outstanding of 7,187,500, all owned by JFG. On February 5, 2021, we issued 7,187,500 Founder Shares to TJF for $10,000. The total number of authorized shares of all classes of capital stock is 301,000,000, of which 240,000,000 shares are Class A common stock at par value $0.0001 per share; 60,000,000 shares are Class B common stock at par value $0.0001 per share; and 1,000,000 shares are preferred stock at par value $0.0001 per share. An aggregate of 1,875,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option. On December 1, 2021, JFG contributed all 6,250,000 Founder Shares and 4,166,666 Sponsor Warrants held by it to Jefferies Group LLC, a wholly-owned subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 6,250,000 Founder Shares and 4,166,666 Sponsor Warrants to Jefferies US Holdings LLC ("JUSH"), a wholly owned subsidiary of Jefferies Group LLC. As of September 30, 2023, JUSH and TJF each owned 6,250,000 Class B Shares Warrants The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 24, 2021. The Company consummated the Public Offering of 50,000,000 units (the “Units”), at $10.00 per Unit on March 29, 2021, generating gross proceeds of $500,000,000. Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value (the “Class A common stock”) and one-fourth On December 22, 2022, the Company held a special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the "First Extension Amendment") to the Company’s second amended and restated certificate of incorporation (as amended, the “Charter”) to extend the date by which the Company must complete a Business Combination from March 29, 2023 to September 29, 2023. On December 27, 2022, we filed the First Extension Amendment with the Secretary of State of the State of Delaware. In connection with the Special Meeting, stockholders holding 48,642,463 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account as of December 20, 2022, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $492.2 million (approximately $10.12 per share) was removed from the Trust Account to pay such holders. On September 22, 2023, the Company held a special meeting of the holders of the Public Warrants (the "Warrantholder Meeting") at which such Public Warrantholders approved an amendment to the Warrant Agreement to provide for the conversion of the Public Warrants into the right to receive $0.40 per Public Warrant, payable in cash or shares of the Company's Class A common stock (valued at $10.00 per share), at the sole discretion of the Company, upon the consummation of the Business Combination. On September 27, 2023, the Company held a special meeting of its stockholders (the "Second Special Meeting"), at which the Company's stockholders approved an amendment to the Company's Charter (the "Second Extension Amendment") to extend the date by which the Company must complete a Business Combination from September 29, 2023 to March 24, 2024. The stockholders further voted to amend the Charter to delete the limitation that the Company maintain a net tangible asset level of at least $5,000,001 and permit the holders of Founder Shares to convert the Founder Shares into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder, provided that such shares remain subject to the same restrictions on redemption. The Sponsors agreed to deposit into the Trust Account $0.03 per share of Class A common stock that remained outstanding and was not redeemed after the Second Special Meeting, on a monthly basis commencing on September 29, 2023 until a Business Combination is complete or until March 24, 2024. In connection with the Second Special Meeting, stockholders holding 299,014 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $3.1 million (or approximately $10.39 per shares) was removed from the Trust Account to pay such holders. On May 10, 2021, the Company issued unsecured, convertible promissory notes (the “Convertible Notes”) to both TJF and JFG, pursuant to which the Company could borrow up to $750,000 from each of TJF and JFG JUSH from borrow additional funds from our Sponsors, management team, JUSH or other third parties to operate or may be forced to liquidate. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial Business Combination. Trust Account The proceeds held in the Trust Account can only be held as cash or invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination by March 24, 2024 (within 36 months from the Public Offering) or to provide for redemption in connection with a Business Combination; or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination by March 24, 2024, subject to applicable law. As of September 30, 2023, total assets held in trust were $11,050,470. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the remaining net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination or used to redeem Public Shares. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with 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 Sponsors, the Company’s officers and directors and JUSH have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by March 24, 2024, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination by March 24, 2024, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination. The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which public stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two two Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the FASB Accounting Standards Codification (“ASC”) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account was initially $10.00 per Public Share ($500,000,000 held in the Trust Account divided by 50,000,000 Public Shares). See Note 3. The Company will have until March 24, 2024, to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten Pursuant to the letter agreements referenced above, the Sponsors, officers, directors and JUSH agreed that, if the Company submits the Business Combination to the Company’s stockholders for a vote, such parties will vote their Founder Shares and any Public Shares in favor of the Business Combination. Liquidity and Capital Resources As of September 30, 2023, we had an unrestricted cash balance of $162,029 as well as cash held in the Trust Account of $11,050,470 with a negative working capital balance of $3,013,870. Our working capital needs were initially satisfied through the funds held outside of the Trust Account from the Public Offering and the Private Placement. Interest on funds held in the Trust Account may be used to pay income taxes and franchise taxes, if any. Further, TJF and JUSH have each agreed, pursuant to the A&R Convertible Notes, to loan us up respective Convertible Note, up to an aggregate amount If the Company’s costs of identifying a target business, related due diligence and negotiating a Business Combination are more than have been estimated, the Company may have insufficient funds available to operate its business prior to our initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company has become obligated to redeem a significant number of its Public Shares upon completion of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. The Company has until March 24, 2024, to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by that date, there will be a mandatory liquidation and subsequent dissolution. Subsequent Events We have evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. On October 2, 2023, the Sponsors converted their Founder Shares into shares of Class A common stock on a one-to-one basis, subject to the same restrictions on redemption as when they were Founder Shares. Other than the events disclosed, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, other than those included herein. Fiscal Year End The Company has a December 31 fiscal year-end.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period. Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of equity instruments recorded as warrant liabilities. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, 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 stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or 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. Cash and Cash Equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and loans made by the Sponsors and JUSH, and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. Our financial instruments that are subject to fair value measurements consist of cash held in trust and warrant liability. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. See Note 7 for further information. Prepaid Expenses As of September 30, 2023, prepaid expenses of $28,502 consisted of advanced payments to certain vendors. These prepayments will be utilized during 2023. Offering Costs Total offering costs were $800,000 and consisted of legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. Initial underwriting commissions for the Public Offering were $27,500,000, of which $17,500,000 were deferred until the completion of the Business Combination. On December 23, 2022, the underwriters waived any entitlement to the Deferred Discount in respect of any Business Combination. Because the Public Warrants have been accounted for as a liability at fair value instead of equity, the Company applied the relative fair value method and allocated $942,390 of offering costs and underwriting commissions to expenses with the remainder charged to additional paid in capital at the closing of the Public Offering. With the waiving of the Deferred Discount on December 23, 2022, a gain from the cancellation of deferred underwriting commissions of $582,750 was recorded as a Gain on deferred underwriting commissions at December 31, 2022. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are $882,596 and $803,254 as of September 30, 2023, and December 31, 2022, respectively, and primarily consist of accrued legal fees that are contingent on a Business Combination and Delaware franchise tax expenses. Warrant Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. At the inception of the warrants, we determined because the terms of the Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings. On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company’s warrants, including the Public Warrants and Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. The Company determined the amended Public Warrants should continue to be classified as a liability measured at fair value, with changes in the fair value reporting in earning each period. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the liabilities and resulting gains and losses on our statement of operations. Income (loss) Per Common Share Basic income (loss) per common share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. For the three and nine months ended September 30, 2023 and 2022, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted income per common share is the same as basic income per common share for all periods presented. Further, in accordance with FASB ASC 260, the income per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented. A reconciliation of net income (loss) per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Net income (loss) $ 21,393 $ 196,901 $ 4,374,088 $ 1,093,522 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ ​ 1,344,536 ​ ​ 12,500,000 ​ ​ 50,000,000 ​ ​ 12,500,000 Basic and diluted income (loss) per share ​ $ 0.02 ​ $ 0.02 ​ $ 0.09 ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Net income (loss) ​ $ (138,226) ​ $ (1,272,246) ​ $ 15,964,687 ​ $ 3,991,172 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ 1,353,156 ​ 12,500,000 ​ 50,000,000 ​ 12,500,000 Basic and diluted income (loss) per share ​ $ (0.10) ​ $ (0.10) ​ $ 0.32 ​ $ 0.32 ​ Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. FASB 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. No amounts were accrued for the payment of interest and penalties at September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by certain corporations. The Company recorded an expense of $31,076 in the three months ended September 30, 2023, related to the estimated excise tax on shares redeemed as a result of the Second Special Meeting and has agreed not use earnings from the trust account to pay any current, pending or future excise tax. The Company is still evaluating the impact of the excise tax imposed under the IR Act in relation to a Business Combination or future liquidation. The effective tax rate was 1.8% and 0.3% for the three and nine months ended September 30, 2023 and 5.0% and 0.4% for the three and nine months ended September 30, 2022, respectively. The effective tax rate differs from the statutory rate of 21.0% in all periods due to the non-taxable gain on warrant liability and the movement in the valuation allowance against deferred tax assets. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that it will more likely than not realize the benefit related to its deferred tax assets. Recent Accounting Pronouncements 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.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2023
Stockholders' Deficit
Stockholders' Deficit	3. Stockholders’ Deficit On August 13, 2020, JFG purchased 100% of the membership interest in the Company for $1,000. On January 28, 2021, the Company was converted from a limited liability company to a corporation and issued 5,727,000 Founder Shares in lieu of membership rights to its member. Then on February 2, 2021, the Company completed a 1:1.25 stock split of all Founder Shares, resulting in total shares issued and outstanding Founder Redeemable Shares All of the 50,000,000 Public Shares sold as part of the Public Offering contained a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company determined all of the 50,000,000 Public Shares should be included in temporary equity, classified outside of permanent equity, regardless of the minimum net tangible assets required by the Company’s Charter. The 1,058,523 Public Shares that remain outstanding following the redemptions in connection with our adoption of the Extension Amendments on September 27, 2023 and December 20, 2022, continue to contain the redemption feature as defined in our Annual Report on Form 10-K for the year ended December 31, 2022 filed by the Company with the SEC on April 25, 2023. For further information on the Founder Shares, see Note 5.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2023
Public Offering
Public Offering	4. Public Offering Public Units In the Public Offering, which closed March 29, 2021, the Company sold 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value per share and one-fourth th On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company’s warrants, including the Public Warrants and Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. However, if the Company does not complete the Business Combination on or prior to March 24, 2024, the Public Warrants will expire at the end of such period. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors, JUSH or their affiliates, without taking into account any Founder Shares held by the Sponsors, JUSH or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the twenty (20) trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (See “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (See “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per Public Warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock; ● if, and only if, the last reported sale price (the “closing price”) of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Sponsor Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the volume weighted average price of the Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Underwriting Commissions The Company paid an underwriting discount of $10,000,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on March 29, 2021, with an additional fee (“Deferred Discount”) of $17,500,000 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount was to become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. On December 23, 2022, the underwriters waived any entitlement to the Deferred Discount in respect of any Business Combination. With the waiving of the Deferred Discount, the Company reversed the liability held on the books for the Deferred Discount. See Note 5 for further information on underwriting commissions.

Commitments and Related Party T

Commitments and Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Commitments and Related Party Transactions
Commitments and Related Party Transactions	5. Commitments and Related Party Transactions Founder Shares The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions and the holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the Business Combination. TJF and JUSH collectively own 20% of the Company’s issued and outstanding shares. An aggregate of 1,875,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option. The holders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). When issued, the Founder Shares were automatically convertible into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment for certain issuances in connection with the Business Combination; provided that such conversion of Founder Shares would never occur on a less than one-for-one basis. On September 27, 2023, at the Company’s Second Special Meeting, stockholders voted to permit the holders of Founder Shares to convert the Founder Shares into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder, provided that such shares remain subject to the same redemption restrictions established when they were Class B shares. On October 2, 2023, the Sponsors elected to convert all of their Founder Shares on a one-for-one basis into shares of Class A common stock. See Notes 1 and 3 for further information. Sponsor Warrants In conjunction with the Public Offering that closed on March 29, 2021, the Sponsors purchased an aggregate of 8,333,333 Sponsor Warrants at a price of $1.50 per warrant ($12,500,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $500,000,000 was placed in the Trust Account. On December 1, 2021, JFG contributed all 4,166,666 Sponsor Warrants held by it to Jefferies Group LLC, a wholly-owned subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 4,166,666 Sponsor Warrants to JUSH, a wholly-owned subsidiary of Jefferies Group LLC. As of September 30, 2023, JUSH and TJF each owned 4,166,666 Sponsor Warrants Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the Sponsors, JUSH or their permitted transferees (except as set forth in Note 4 above in “- Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants, JUSH or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants included in the Units sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants held by TJF and JUSH will expire worthless. On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company's warrants, including the Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company's Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. Registration Rights The Sponsors, JUSH and their permitted transferees can demand that the Company register the resale of the Founder Shares, Sponsor Warrants, the shares of Class A common stock issuable upon conversion of the Founder Shares and the exercise of Sponsor Warrants, the warrants that may be issued to them upon conversion of working capital loans (including the A&R Convertible Notes) and the shares of Class A common stock issuable upon exercise of such warrants. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have ‘‘piggy-back’’ registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG and JUSH may not exercise demand and “piggyback” registration rights after five (5) and seven (7) years, respectively after the effective date of the registration statement relating to the Public Offering and may not exercise demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Commissions Jefferies LLC was the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 50.0% of the Founder Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering and was to receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. On December 23, 2022, Jefferies LLC waived any entitlement to the Deferred Discount in respect of any Business Combination. See Note 4 for further information regarding underwriting commissions. Administrative Services Agreement The Company entered into an administrative services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness of the Public Offering and ending on the earlier of the completion of a Business Combination or the Company’s liquidation. The Company has recorded administrative services fees of $60,000 and $180,000 for the three and nine months ended September 30, 2023 and 2022, respectively. Directors’ Payments We expect to pay $100,000 to each of our independent directors at the closing of a Business Combination for services rendered as board members prior to the completion of a Business Combination. Sponsors’ Indemnification of the Trust Accounts The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual 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, except as 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 Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims. Sponsor Loans On February 5, 2021 the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans were payable without interest on the earlier of December 31, 2021 or the completion of the Public Offering. These loans of $197,315 were repaid in full in April 2021. On May 10, 2021, the Company issued the Convertible Notes to the Sponsors, pursuant to which the Company could borrow up to $750,000 from each Sponsor, or an aggregate of $1,500,000, for ongoing business expenses and the Business Combination. On December 1, 2021, JFG assigned all of its rights and obligations under the Convertible Notes to Jefferies Group LLC, and Jefferies Group LLC immediately transferred all of its rights and obligations under the Convertible Notes to JUSH. On July 22, 2022, on March 28, 2023 and subsequently on September 27, 2023, the Company, TJF and JUSH increased the maximum amount the Company may borrow aggregate warrants each JUSH

Warrant Liabilities

Warrant Liabilities	9 Months Ended
	Sep. 30, 2023
Warrant Liabilities
Warrant Liabilities	6. Warrant Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity, an entity must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. At the inception of the warrants, we determined because the terms of the Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings. On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company’s warrants, including the 12,500,000 Public Warrants issued as part of the units in the Company’s Public Offering and the Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. The revised Public Warrants were re-evaluated using FASB ASC 815-40 and we determined, consistent with previous accounting, it is most appropriate to classify the revised Public Warrants as a liability. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the warrants and resulting gains and losses on our statement of operations. In conjunction with our Public Offering, which closed March 29, 2021, the Company sold 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one As of September 30, 2023, 12,500,000 Public Warrants and 8,333,333 Sponsor Warrants are outstanding. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the Sponsors, JUSH or their permitted transferees. If the Sponsor Warrants are held by someone other than the Sponsors, JUSH or their permitted transferees, the Sponsor Warrants will become Public Warrants. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants held by TJF and JUSH will expire worthless. Because the terms of the Sponsor Warrants and Public Warrants are so similar, we classified both types of warrants as a liability measured at fair value. As of September 30, 2023, the value of our Public Warrants and Sponsor Warrants were $1,750,000 and $1,166,667, respectively. For the three and nine months ended September 30, 2023, we recorded a gain related to the change in fair value of the warrant liability of $416,666 and a loss of $833,334, respectively. In the three and nine months ended September 30, 2022 we recorded a gain related to the change in fair value of warrant liability of $3,541,667 and $17,916,666, respectively, in other income and expense on our statement of operations. For further information on our warrants, see Notes 4 and 5.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Measurements
Fair Value Measurements	7. Fair Value Measurements Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Public Warrants began separate trading on May 17, 2021 and as such have been classified as Level 1 financial instruments. Management determined that the fair value of each Sponsor Warrant is similar to that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Sponsor Warrants are classified as Level 2 financial instruments. The following table presents the Company’s assets and liabilities that are measured at fair value and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value measured as of September 30, 2023 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Cash held in trust $ 11,050,470 $ — $ — $ 11,050,470 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liability ​ ​ ​ ​ Public Warrants ​ $ 1,750,000 ​ $ — ​ $ — ​ $ 1,750,000 Sponsor Warrants ​ — ​ 1,166,667 ​ — ​ 1,166,667 Total Warrant liability ​ $ 1,750,000 ​ $ 1,166,667 ​ $ — ​ $ 2,916,667 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value measured as of December 31, 2022 ​ Level 1 Level 2 Level 3 Total Cash held in trust ​ $ 13,850,950 ​ $ — ​ $ — ​ $ 13,850,950 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liability ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 1,250,000 ​ $ — ​ $ — ​ $ 1,250,000 Sponsor Warrants ​ — ​ 833,333 ​ — ​ 833,333 Total Warrant liability ​ $ 1,250,000 ​ $ 833,333 ​ $ — ​ $ 2,083,333 ​

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period.
Use of Estimates	Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of equity instruments recorded as warrant liabilities.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, 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 stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and loans made by the Sponsors and JUSH, and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. Our financial instruments that are subject to fair value measurements consist of cash held in trust and warrant liability. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. See Note 7 for further information.
Prepaid Expenses	Prepaid Expenses As of September 30, 2023, prepaid expenses of $28,502 consisted of advanced payments to certain vendors. These prepayments will be utilized during 2023.
Offering Costs	Offering Costs Total offering costs were $800,000 and consisted of legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. Initial underwriting commissions for the Public Offering were $27,500,000, of which $17,500,000 were deferred until the completion of the Business Combination. On December 23, 2022, the underwriters waived any entitlement to the Deferred Discount in respect of any Business Combination. Because the Public Warrants have been accounted for as a liability at fair value instead of equity, the Company applied the relative fair value method and allocated $942,390 of offering costs and underwriting commissions to expenses with the remainder charged to additional paid in capital at the closing of the Public Offering. With the waiving of the Deferred Discount on December 23, 2022, a gain from the cancellation of deferred underwriting commissions of $582,750 was recorded as a Gain on deferred underwriting commissions at December 31, 2022.
Accounts Payable and Accrued Liabilities	Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are $882,596 and $803,254 as of September 30, 2023, and December 31, 2022, respectively, and primarily consist of accrued legal fees that are contingent on a Business Combination and Delaware franchise tax expenses.
Warrant Liabilities	Warrant Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. At the inception of the warrants, we determined because the terms of the Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings. On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company’s warrants, including the Public Warrants and Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. The Company determined the amended Public Warrants should continue to be classified as a liability measured at fair value, with changes in the fair value reporting in earning each period. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the liabilities and resulting gains and losses on our statement of operations.
Income (loss) Per Common Share	Income (loss) Per Common Share Basic income (loss) per common share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. For the three and nine months ended September 30, 2023 and 2022, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted income per common share is the same as basic income per common share for all periods presented. Further, in accordance with FASB ASC 260, the income per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented. A reconciliation of net income (loss) per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Net income (loss) $ 21,393 $ 196,901 $ 4,374,088 $ 1,093,522 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ ​ 1,344,536 ​ ​ 12,500,000 ​ ​ 50,000,000 ​ ​ 12,500,000 Basic and diluted income (loss) per share ​ $ 0.02 ​ $ 0.02 ​ $ 0.09 ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Net income (loss) ​ $ (138,226) ​ $ (1,272,246) ​ $ 15,964,687 ​ $ 3,991,172 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ 1,353,156 ​ 12,500,000 ​ 50,000,000 ​ 12,500,000 Basic and diluted income (loss) per share ​ $ (0.10) ​ $ (0.10) ​ $ 0.32 ​ $ 0.32 ​
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. FASB 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. No amounts were accrued for the payment of interest and penalties at September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by certain corporations. The Company recorded an expense of $31,076 in the three months ended September 30, 2023, related to the estimated excise tax on shares redeemed as a result of the Second Special Meeting and has agreed not use earnings from the trust account to pay any current, pending or future excise tax. The Company is still evaluating the impact of the excise tax imposed under the IR Act in relation to a Business Combination or future liquidation. The effective tax rate was 1.8% and 0.3% for the three and nine months ended September 30, 2023 and 5.0% and 0.4% for the three and nine months ended September 30, 2022, respectively. The effective tax rate differs from the statutory rate of 21.0% in all periods due to the non-taxable gain on warrant liability and the movement in the valuation allowance against deferred tax assets. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that it will more likely than not realize the benefit related to its deferred tax assets.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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)	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies
Schedule of net income (loss) per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Net income (loss) $ 21,393 $ 196,901 $ 4,374,088 $ 1,093,522 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ ​ 1,344,536 ​ ​ 12,500,000 ​ ​ 50,000,000 ​ ​ 12,500,000 Basic and diluted income (loss) per share ​ $ 0.02 ​ $ 0.02 ​ $ 0.09 ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Net income (loss) ​ $ (138,226) ​ $ (1,272,246) ​ $ 15,964,687 ​ $ 3,991,172 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ 1,353,156 ​ 12,500,000 ​ 50,000,000 ​ 12,500,000 Basic and diluted income (loss) per share ​ $ (0.10) ​ $ (0.10) ​ $ 0.32 ​ $ 0.32 ​

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Measurements
Schedule of company's assets and liabilities that are measured at fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value measured as of September 30, 2023 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Cash held in trust $ 11,050,470 $ — $ — $ 11,050,470 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liability ​ ​ ​ ​ Public Warrants ​ $ 1,750,000 ​ $ — ​ $ — ​ $ 1,750,000 Sponsor Warrants ​ — ​ 1,166,667 ​ — ​ 1,166,667 Total Warrant liability ​ $ 1,750,000 ​ $ 1,166,667 ​ $ — ​ $ 2,916,667 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value measured as of December 31, 2022 ​ Level 1 Level 2 Level 3 Total Cash held in trust ​ $ 13,850,950 ​ $ — ​ $ — ​ $ 13,850,950 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liability ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 1,250,000 ​ $ — ​ $ — ​ $ 1,250,000 Sponsor Warrants ​ — ​ 833,333 ​ — ​ 833,333 Total Warrant liability ​ $ 1,250,000 ​ $ 833,333 ​ $ — ​ $ 2,083,333 ​

Nature of Business (Details)

Nature of Business (Details)

9 Months Ended

Oct. 02, 2023

Sep. 22, 2023 USD ($) $ / shares shares

Dec. 20, 2022 USD ($) $ / shares shares

Dec. 01, 2021 shares

Mar. 29, 2021 USD ($) $ / shares shares

Feb. 05, 2021 USD ($) shares

Feb. 02, 2021 shares

Jan. 28, 2021 $ / shares shares

Aug. 13, 2020 USD ($)

Sep. 30, 2023 USD ($) $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

Jul. 22, 2022 USD ($)

May 10, 2021 USD ($)

Nature of Business

Common stock par value (in dollars per share) | $ / shares

$ 0.00088

Total shares authorized (in shares)

301,000,000

Preferred stock, shares authorized (in shares)

1,000,000

1,000,000

Preferred stock par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

Share capital held in the Trust Account | $

$ 492,200,000

Price per share distribute to shareholders | $ / shares

$ 10.12

Minimum net tangible asset limitation deleted by the Shareholder approval | $

$ 5,000,001

Cash withdrawn from trust account for redemption payments | $

$ 3,100,000

$ 3,107,608

Amount per share withdrawn from trust account for redemption payments | $ / shares

$ 10.39

Maximum amount of unsecured promissory note outstanding from sponsors | $

$ 1,500,000

Number of shares per warrant

1

Payments of affiliate notes | $

$ 2,273,712

$ 1,573,712

Maximum amount of interest to pay dissolution expenses | $

$ 100,000

Threshold number of months to complete the Business Combination from the closing of the Public Offering

36 months

Total assets held in trust | $

$ 11,050,470

$ 13,850,950

Minimum percentage of aggregate market fair value

80%

Redemption of shares calculated based on business days prior to consummation of business combination (in days)

2 days

Percentage refers to redemption of shares if no business combination occurs

15%

Threshold business days for redemption of public shares

10 days

Withdrawal of interest to pay dissolution expenses | $

$ 100,000

Cash | $

162,029

Interest held in the trust account | $

11,050,470

Working capital | $

3,013,870

Proceeds from convertible notes | $

$ 2,273,712

Founders Shares

Nature of Business

Stock issued during period (in shares)

5,727,000

Stock split description of founders shares

1:1.25

Number of shares forfeited

1,875,000

Public Warrants

Nature of Business

Public warrants issued

12,500,000

12,500,000

Private Placement Warrants

Nature of Business

Proceeds from warrants outstanding | $

$ 12,500,000

Sponsor Warrants

Nature of Business

Public warrants issued

8,333,333

Warrant exercise price for conversion of loan | $ / shares

$ 1.50

Class B common stock

Nature of Business

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

Common stock, shares issued (in shares)

12,500,000

12,500,000

Common stock, shares outstanding (in shares)

12,500,000

12,500,000

Common stock, shares authorized (in shares)

60,000,000

60,000,000

Class B common stock | Founders Shares

Nature of Business

Stock issued during period (in shares)

5,727,000

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

Class A common stock

Nature of Business

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Common stock, shares authorized (in shares)

240,000,000

240,000,000

Conversion ratio

1

Warrant exercise price | $ / shares

$ 11.50

Number of shares held with stockholders

48,642,463

Value of shares (in dollar per share) | $ / shares

$ 10

10

Warrant exercise price for conversion of loan | $ / shares

$ 1.50

Number of shares per warrant

1

Class A common stock | Sponsor

Nature of Business

Amount per outstanding share agreed to be deposited into Trust Account | $ / shares

$ 0.03

Class A common stock | Sponsor | Founders Shares

Nature of Business

Conversion ratio

1

Class A common stock | Public Warrants

Nature of Business

Amount per warrant, that each warrant holder has the right to receive in cash or shares | $ / shares

$ 0.40

$ 0.40

Common Class A Not Subject To Redemption

Nature of Business

Common stock, shares issued (in shares)

0

0

Common stock, shares outstanding (in shares)

0

0

Number of shares held by shareholders exercised their right to redeem such shares

299,014

JFG | Founders Shares

Nature of Business

Common stock, shares issued (in shares)

7,187,500

Common stock, shares outstanding (in shares)

7,187,500

JFG | Related Party

Nature of Business

Consideration for acquisition of membership interest | $

$ 1,000

Maximum amount of loan convertible in to warrants | $

750,000

TJF | Founders Shares

Nature of Business

Consideration for acquisition of membership interest | $

$ 10,000

Common stock, shares issued (in shares)

7,187,500

TJF | Related Party

Nature of Business

Public warrants issued

4,166,666

Maximum amount of loan convertible in to warrants | $

$ 750,000

Additional borrowings from each sponsor under convertible notes | $

$ 1,250,000

$ 1,250,000

Amounts outstanding under debt to be converted | $

1,500,000

Sponsor share of affiliate notes | $

$ 1,136,856

TJF | Sponsor | Founders Shares

Nature of Business

Stock issued during period (in shares)

7,187,500

Number of shares owned

6,250,000

TJF | Sponsor Warrants | Sponsor

Nature of Business

Number of sponsor warrants owned

4,166,666

TJF | Common Class A Not Subject To Redemption | Sponsor

Nature of Business

Number of shares owned

6,250,000

Jefferies Group LLC

Nature of Business

Number of sponsor warrants assigned and transferred

4,166,666

Jefferies Group LLC | Related Party

Nature of Business

Number of sponsor warrants assigned and transferred

4,166,666

Jefferies Group LLC | Related Party | Founders Shares

Nature of Business

Common stock, shares issued (in shares)

7,187,500

Common stock, shares outstanding (in shares)

7,187,500

Number of founders shares assigned and transferred

6,250,000

Jefferies Group LLC | Sponsor | Founders Shares

Nature of Business

Number of founders shares assigned and transferred

6,250,000

Number of sponsor warrants assigned and transferred

4,166,666

JUSH

Nature of Business

Number of sponsor warrants assigned and transferred

4,166,666

Public warrants issued

4,166,666

JUSH | Related Party

Nature of Business

Number of sponsor warrants assigned and transferred

4,166,666

Public warrants issued

4,166,666

Additional borrowings from each sponsor under convertible notes | $

$ 1,250,000

1,250,000

Aggregate amount of additional borrowings under convertible notes | $

2,500,000

Amounts outstanding under debt to be converted | $

1,500,000

Sponsor share of affiliate notes | $

$ 1,136,856

JUSH | Related Party | Founders Shares

Nature of Business

Number of founders shares assigned and transferred

6,250,000

Number of shares owned

6,250,000

JUSH | Sponsor | Founders Shares

Nature of Business

Number of founders shares assigned and transferred

6,250,000

Number of sponsor warrants assigned and transferred

4,166,666

JUSH | Sponsor Warrants | Related Party

Nature of Business

Number of sponsor warrants owned

4,166,666

JUSH | Common Class A Not Subject To Redemption | Related Party

Nature of Business

Number of shares owned

6,250,000

Tjf And Jush | Related Party

Nature of Business

Aggregate amount of additional borrowings under convertible notes | $

$ 2,500,000

$ 2,500,000

Amounts outstanding under debt to be converted | $

$ 1,500,000

Initial Business Combination

Nature of Business

Membership interest acquired

50%

JFG | Related Party

Nature of Business

Membership interest acquired

100%

Subsequent event | Class A common stock | Sponsor | Founders Shares

Nature of Business

Conversion ratio

1

Public Offering

Nature of Business

Number of units issued (in shares)

50,000,000

50,000,000

Price per unit | $ / shares

$ 10

Proceeds from sale of stock | $

$ 500,000,000

Number of shares in a unit

1

Warrant convertible ratio

0.25

Percentage of public shares redeemed

100%

Public Offering | Public Warrants

Nature of Business

Warrant convertible ratio

0.25

Public Offering | Class A common stock

Nature of Business

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

Number of shares in a unit

1

Private placement

Nature of Business

Proceeds from warrants outstanding | $

$ 12,500,000

Public warrants issued

8,333,333

Warrant exercise price | $ / shares

$ 1.50

Private placement | Sponsor

Nature of Business

Proceeds from warrants outstanding | $

$ 12,500,000

Public warrants issued

8,333,333

Warrant exercise price | $ / shares

$ 1.50

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)					3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 02, 2023	Sep. 22, 2023 $ / shares	Dec. 23, 2022 USD ($)	Mar. 29, 2021 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022	Dec. 31, 2022 USD ($)
Summary of Significant Accounting Policies
Cash equivalents					$ 0		$ 0		$ 0
Prepaid expenses					28,502		28,502		197,366
Deferred underwriters commission					17,500,000		17,500,000
Offering costs and underwriting commissions			$ 942,390
Gain on deferred underwriting commissions									582,750
Accounts payable and accrued liabilities					882,596		882,596		803,254
Unrecognized tax benefits					0		0		0
Unrecognized tax benefits, accrued interest and penalties					0		$ 0		$ 0
Expense related to estimated excise tax on shares					$ 31,076
Effective tax rate					1.80%	5%	0.30%	0.40%
Statutory income tax rate							21%
Class A common stock
Summary of Significant Accounting Policies
Share price | $ / shares		$ 10			$ 10		$ 10
Conversion ratio							1
Class A common stock | Sponsor | Founders Shares
Summary of Significant Accounting Policies
Conversion ratio		1
Class A common stock | Subsequent event | Sponsor | Founders Shares
Summary of Significant Accounting Policies
Conversion ratio	1
Public Warrants | Class A common stock
Summary of Significant Accounting Policies
Amount per warrant, that each warrant holder has the right to receive in cash or shares | $ / shares		$ 0.40					$ 0.40
Public Offering
Summary of Significant Accounting Policies
Offering costs							$ 800,000
Underwriting commissions				$ 10,000,000			$ 27,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Income Per Common Share (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Summary of Significant Accounting Policies
Net income (loss)	$ 218,294	$ 10,260	$ (1,639,026)	$ 5,467,610	$ 4,315,614	$ 10,172,635	$ (1,410,472)	$ 19,955,859
Class A common stock
Summary of Significant Accounting Policies
Net income (loss)	$ 21,393			$ 4,374,088			$ (138,226)	$ 15,964,687
Basic weighted average number of shares outstanding (in shares)	1,344,536			50,000,000			1,353,156	50,000,000
Diluted weighted average number of shares outstanding (in shares)	1,344,536			50,000,000			1,353,156	50,000,000
Basic income (loss) per share	$ 0.02			$ 0.09			$ (0.10)	$ 0.32
Diluted income (loss) per share	$ 0.02			$ 0.09			$ (0.10)	$ 0.32
Class B common stock
Summary of Significant Accounting Policies
Net income (loss)	$ 196,901			$ 1,093,522			$ (1,272,246)	$ 3,991,172
Basic weighted average number of shares outstanding (in shares)	12,500,000			12,500,000			12,500,000	12,500,000
Diluted weighted average number of shares outstanding (in shares)	12,500,000			12,500,000			12,500,000	12,500,000
Basic income (loss) per share	$ 0.02			$ 0.09			$ (0.10)	$ 0.32
Diluted income (loss) per share	$ 0.02			$ 0.09			$ (0.10)	$ 0.32

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)

9 Months Ended

Oct. 02, 2023

Sep. 22, 2023

Dec. 01, 2021 shares

Mar. 29, 2021 $ / shares shares

Feb. 05, 2021 USD ($) shares

Feb. 02, 2021 shares

Jan. 28, 2021 $ / shares shares

Aug. 13, 2020 USD ($)

Sep. 30, 2023 USD ($) $ / shares shares

Sep. 27, 2023 shares

Dec. 31, 2022 $ / shares shares

Dec. 20, 2022 shares

Stockholders' Deficit

Total shares authorized (in shares)

301,000,000

Common stock par value (in dollars per share) | $ / shares

$ 0.00088

Preferred stock, shares authorized (in shares)

1,000,000

1,000,000

Preferred stock par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

Invested capital | $

$ 11,000

Number of public shares outstanding following the redemptions

1,058,523

1,058,523

Founders Shares

Stockholders' Deficit

Stock issued during period (in shares)

5,727,000

Stock split description of founders shares

1:1.25

Aggregate forfeited share

1,875,000

JFG | Founders Shares

Stockholders' Deficit

Common stock, shares issued (in shares)

7,187,500

Common stock, shares outstanding (in shares)

7,187,500

TJF | Founders Shares

Stockholders' Deficit

Consideration for acquisition of membership interest | $

$ 10,000

Common stock, shares issued (in shares)

7,187,500

Related Party | JFG

Stockholders' Deficit

Consideration for acquisition of membership interest | $

$ 1,000

Related Party | Jefferies Group LLC | Founders Shares

Stockholders' Deficit

Common stock, shares issued (in shares)

7,187,500

Common stock, shares outstanding (in shares)

7,187,500

Number of founders shares assigned and transferred

6,250,000

Related Party | JUSH | Founders Shares

Stockholders' Deficit

Number of founders shares assigned and transferred

6,250,000

Number of shares owned

6,250,000

Sponsor | TJF

Stockholders' Deficit

Consideration for issuance of shares to founder | $

$ 10,000

Sponsor | TJF | Founders Shares

Stockholders' Deficit

Stock issued during period (in shares)

7,187,500

Number of shares owned

6,250,000

Sponsor | Jefferies Group LLC | Founders Shares

Stockholders' Deficit

Number of founders shares assigned and transferred

6,250,000

Sponsor | JUSH | Founders Shares

Stockholders' Deficit

Number of founders shares assigned and transferred

6,250,000

Public Offering

Stockholders' Deficit

Number of units issued

50,000,000

50,000,000

JFG | Related Party

Stockholders' Deficit

Membership interest acquired

100%

Class A common stock

Stockholders' Deficit

Common stock, shares authorized (in shares)

240,000,000

240,000,000

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Conversion ratio

1

Class A common stock | Sponsor | Founders Shares

Stockholders' Deficit

Conversion ratio

1

Class A common stock | Sponsor | Subsequent event | Founders Shares

Stockholders' Deficit

Conversion ratio

1

Class A common stock | Public Offering

Stockholders' Deficit

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

Class B common stock

Stockholders' Deficit

Common stock, shares issued (in shares)

12,500,000

12,500,000

Common stock, shares outstanding (in shares)

12,500,000

12,500,000

Common stock, shares authorized (in shares)

60,000,000

60,000,000

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

Class B common stock | Founders Shares

Stockholders' Deficit

Stock issued during period (in shares)

5,727,000

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

Public Offering (Details)

Public Offering (Details)			9 Months Ended
	Sep. 22, 2023 $ / shares	Mar. 29, 2021 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 $ / shares
Public offering
Common stock par value (in dollars per share)			$ 0.00088
Number of business days			15 days
Threshold number of business days for registration statement to become effective after closing of Business Combination			60 days
Warrants redemption description			Warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per Public Warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share 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
Public Warrants
Public offering
Issue price per share	$ 9.20
Percentage of total equity related to new issuances which would trigger an adjustment in the exercise price of the warrant	60%
Trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Number of trading days on which fair market value of shares is reported | D			10
Threshold business days before sending notice of redemption to warrant holders			10 days
Class A common stock
Public offering
Common stock par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Value of shares (in dollar per share)	$ 10		10
Class A common stock | Public Warrants
Public offering
Amount per warrant, that each warrant holder has the right to receive in cash or shares	0.40		0.40
Fair market value per share			0.361
Redeemable warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Public offering
Stock price trigger for redemption of public warrants (in dollars per share)	18		18
Redeemable warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds $10.00
Public offering
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10		$ 10
Redeemable warrants | Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Public offering
Threshold trading days for redemption of public warrants | D			20
Threshold consecutive trading days for redemption of public warrants | D			30
Redeemable warrants | Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds $10.00
Public offering
Stock price trigger for redemption of public warrants (in dollars per share)			$ 10
Redemption price per public warrant (in dollars per share)			$ 0.10
Minimum threshold written notice period for redemption of public warrants			30 days
Threshold trading days for redemption of public warrants | D			20
Threshold consecutive trading days for redemption of public warrants | D			30
Public Offering
Public offering
Number of units issued | shares		50,000,000	50,000,000
Price per unit		$ 10
Number of shares in a unit | shares		1
Warrant convertible ratio		0.25
Underwriting commissions | $		$ 10,000,000	$ 27,500,000
Underwriting discount per unit		0.20
Additional fee deferred discount | $		$ 17,500,000
Additional fee deferred discount per unit		0.35
Public Offering | Public Warrants
Public offering
Warrant convertible ratio		0.25
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	180
Public Offering | Class A common stock
Public offering
Number of shares in a unit | shares		1
Common stock par value (in dollars per share)		$ 0.0001

Commitments and Related Party_2

Commitments and Related Party Transactions - Founded shares (Details)			9 Months Ended
	Oct. 02, 2023	Sep. 27, 2023	Sep. 30, 2023 $ / shares shares
Commitments and Related Party Transactions
Restriction on transfer, assign or sell shares, period of time after Business Combination completion			1 year
Founders Shares
Commitments and Related Party Transactions
Aggregate forfeited share | shares			1,875,000
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Tjf And Jush | Founders Shares | Related Party
Commitments and Related Party Transactions
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20%
Class A common stock | Founders Shares | Sponsor
Commitments and Related Party Transactions
Stock conversion ratio		1	1
Class A common stock | Founders Shares | Sponsor | Subsequent event
Commitments and Related Party Transactions
Stock conversion ratio	1

Commitments and Related Party_3

Commitments and Related Party Transactions (Details) - USD ($)				3 Months Ended		9 Months Ended
	Sep. 22, 2023	Dec. 01, 2021	Mar. 29, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Commitments and Related Party Transactions
Number of shares per warrant				1		1
Class A common stock
Commitments and Related Party Transactions
Number of shares per warrant				1		1
Warrant exercise price				$ 11.50		$ 11.50
Value of shares (in dollar per share)	$ 10			$ 10		$ 10
Jefferies Group LLC
Commitments and Related Party Transactions
Number of sponsor warrants assigned and transferred		4,166,666
JUSH
Commitments and Related Party Transactions
Public warrants issued				4,166,666		4,166,666
Number of sponsor warrants assigned and transferred		4,166,666
Warrant | Class A common stock
Commitments and Related Party Transactions
Amount per warrant, that each warrant holder has the right to receive in cash or shares	$ 0.40
Public Offering
Commitments and Related Party Transactions
Proceeds from sale of stock			$ 500,000,000
Private placement
Commitments and Related Party Transactions
Public warrants issued			8,333,333
Warrant exercise price			$ 1.50
Proceeds from warrants outstanding			$ 12,500,000
Related Party | Jefferies Group LLC
Commitments and Related Party Transactions
Number of sponsor warrants assigned and transferred		4,166,666
Related Party | JUSH
Commitments and Related Party Transactions
Public warrants issued				4,166,666		4,166,666
Number of sponsor warrants assigned and transferred		4,166,666
Related Party | TJF
Commitments and Related Party Transactions
Public warrants issued				4,166,666		4,166,666
Related Party | Administrative services agreement | Fertitta Entertainment, Inc
Commitments and Related Party Transactions
Administrative fees expense per month						$ 20,000
Administrative services fees				$ 60,000	$ 180,000	$ 60,000	$ 180,000
Sponsor
Commitments and Related Party Transactions
Threshold trading days for conversion of founders Shares						30 days
Threshold closing price of common stock						$ 10
Sponsor | Jefferies Group LLC
Commitments and Related Party Transactions
Ownership percentage of initial stockholders				50%		50%
Sponsor | Warrant | Class A common stock
Commitments and Related Party Transactions
Number of shares per warrant				1		1
Warrant exercise price				$ 11.50		$ 11.50
Threshold closing price of common stock						$ 10
Sponsor | Founders Shares | Jefferies Group LLC
Commitments and Related Party Transactions
Number of sponsor warrants assigned and transferred		4,166,666
Sponsor | Founders Shares | JUSH
Commitments and Related Party Transactions
Number of sponsor warrants assigned and transferred		4,166,666
Sponsor | Private placement
Commitments and Related Party Transactions
Public warrants issued			8,333,333
Warrant exercise price			$ 1.50
Proceeds from warrants outstanding			$ 12,500,000

Commitments and Related Party_4

Commitments and Related Party Transactions - Directors' Payments (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Directors
Commitments and Related Party Transactions
Payments to independent directors	$ 100,000

Commitments and Related Party_5

Commitments and Related Party Transactions - Sponsor loans (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Jul. 22, 2022	May 10, 2021	Apr. 30, 2021	Feb. 05, 2021
Commitments and Related Party Transactions
Payments of affiliate notes	$ 2,273,712	$ 1,573,712
Number of shares per warrant	1
JUSH | Related Party
Commitments and Related Party Transactions
Additional borrowings from each sponsor under convertible notes	$ 1,250,000		$ 1,250,000
Aggregate amount of additional borrowings under convertible notes			2,500,000
Amounts outstanding under debt to be converted	1,500,000
Sponsor share of affiliate notes	1,136,856
TJF | Related Party
Commitments and Related Party Transactions
Additional borrowings from each sponsor under convertible notes	1,250,000		1,250,000
Amounts outstanding under debt to be converted	1,500,000
Maximum amount of loan convertible in to warrants				$ 750,000
Sponsor share of affiliate notes	$ 1,136,856
Sponsor Loans | Related Party
Commitments and Related Party Transactions
Maximum amount of loan from sponsor			2,500,000	1,500,000
Sponsor Loans | Sponsor
Commitments and Related Party Transactions
Maximum amount of loan from sponsor						$ 300,000
Line Of Credit Facility, Maximum Borrowing Capacity From Each Sponsor			$ 1,250,000	$ 750,000
Payments of affiliate notes					$ 197,315
Warrant exercise price for conversion of loan	$ 1.50
Warrant exercise price	$ 11.50
Sponsor Loans | JUSH | Related Party
Commitments and Related Party Transactions
Payments of affiliate notes	$ 2,273,712	1,573,712
Sponsor Loans | JUSH | Sponsor
Commitments and Related Party Transactions
Amounts outstanding under debt to be converted	1,500,000
Maximum amount of loan convertible in to warrants	1,500,000
Sponsor share of affiliate notes		786,856
Sponsor Loans | TJF | Sponsor
Commitments and Related Party Transactions
Payments of affiliate notes	$ 1,136,856	$ 786,856

Warrant Liabilities (Details)

Warrant Liabilities (Details)				3 Months Ended		9 Months Ended
	Sep. 22, 2023 $ / shares shares	Dec. 01, 2021 shares	Mar. 29, 2021 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Warrant Liabilities
Common stock par value (in dollars per share) | $ / shares				$ 0.00088		$ 0.00088
Warrant liability | $				$ 2,916,667		$ 2,916,667		$ 2,083,333
Change in fair value of warrant derivative liability | $				$ (416,666)	$ (3,541,667)	$ 833,334	$ (17,916,666)
Jefferies Group LLC
Warrant Liabilities
Number of sponsor warrants assigned and transferred		4,166,666
JUSH
Warrant Liabilities
Public warrants issued				4,166,666		4,166,666
Aggregate warrants				4,166,666		4,166,666
Number of sponsor warrants assigned and transferred		4,166,666
Public Offering
Warrant Liabilities
Number of units issued			50,000,000			50,000,000
Price per unit | $ / shares			$ 10
Number of shares in a unit			1
Warrant convertible ratio			0.25
Private placement
Warrant Liabilities
Public warrants issued			8,333,333
Aggregate warrants			8,333,333
Warrant exercise price | $ / shares			$ 1.50
Proceeds from warrants outstanding | $			$ 12,500,000
Warrant derivative liability
Warrant Liabilities
Change in fair value of warrant derivative liability | $				$ 416,666	$ 3,541,667	$ 833,334	$ 17,916,666
Class A common stock
Warrant Liabilities
Value of shares (in dollar per share) | $ / shares	$ 10			$ 10		$ 10
Common stock par value (in dollars per share) | $ / shares			$ 0.0001	0.0001		0.0001		$ 0.0001
Warrant exercise price | $ / shares				$ 11.50		$ 11.50
Class A common stock | Public Offering
Warrant Liabilities
Number of shares in a unit			1
Common stock par value (in dollars per share) | $ / shares			$ 0.0001
Public Warrants
Warrant Liabilities
Public warrants issued	12,500,000			12,500,000		12,500,000
Aggregate warrants	12,500,000			12,500,000		12,500,000
Warrant liability | $				$ 1,750,000		$ 1,750,000		$ 1,250,000
Public Warrants | Public Offering
Warrant Liabilities
Warrant convertible ratio			0.25
Public Warrants | Class A common stock
Warrant Liabilities
Amount per warrant, that each warrant holder has the right to receive in cash or shares | $ / shares	$ 0.40					$ 0.40
Sponsor Warrants
Warrant Liabilities
Public warrants issued				8,333,333		8,333,333
Aggregate warrants				8,333,333		8,333,333
Warrant liability | $				$ 1,166,667		$ 1,166,667		$ 833,333

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements
Cash held in trust	$ 11,050,470	$ 13,850,950
Warrant liability	2,916,667	2,083,333
Level 1
Fair Value Measurements
Cash held in trust	11,050,470	13,850,950
Warrant liability	1,750,000	1,250,000
Level 2
Fair Value Measurements
Warrant liability	1,166,667	833,333
Public Warrants
Fair Value Measurements
Warrant liability	1,750,000	1,250,000
Public Warrants | Level 1
Fair Value Measurements
Warrant liability	1,750,000	1,250,000
Sponsor Warrants
Fair Value Measurements
Warrant liability	1,166,667	833,333
Sponsor Warrants | Level 2
Fair Value Measurements
Warrant liability	$ 1,166,667	$ 833,333