Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | StoneBridge Acquisition Corporation |
Document Type | F-1 |
Amendment Flag | false |
Entity Central Index Key | 0001844981 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | One World Trade Center |
Entity Address, Address Line Two | Suite 8500 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10007 |
City Area Code | (646) |
Local Phone Number | 314-3555 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 800 Capitol Street |
Entity Address, Address Line Two | Suite 2400 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77002-2925 |
City Area Code | (713) |
Local Phone Number | 651-2600 |
Contact Personnel Name | Michael Blankenship |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash | $ 123,789 | $ 93,344 | $ 670,522 |
Prepaid expenses and other assets | 3,333 | 175,023 | 324,280 |
Total current assets | 127,122 | 268,367 | 994,802 |
Prepaid expenses – non current | 175,024 | ||
Investments held in Trust Account | 26,974,295 | 205,927,087 | 202,006,302 |
TOTAL ASSETS | 27,101,417 | 206,195,454 | 203,176,128 |
CURRENT LIABILITIES | |||
Accounts payable | 946,600 | 458,776 | 113,695 |
Due to affiliate | 437,693 | 347,693 | 227,693 |
Total current liabilities | 4,016,241 | 1,806,469 | 341,388 |
Derivative warrant liabilities | 540,000 | 540,000 | 8,992,000 |
Deferred underwriting fee payable | 9,000,000 | 9,000,000 | 9,000,000 |
Total liabilities | 13,556,241 | 11,346,469 | 18,333,388 |
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS’ DEFICIT | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Additional paid-in capital | |||
Accumulated deficit | (13,429,619) | (11,078,602) | (17,164,062) |
Total Shareholders’ Deficit | (13,429,119) | (11,078,102) | (17,163,562) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | 27,101,417 | 206,195,454 | 203,176,128 |
Class A Ordinary Shares | |||
REDEEMABLE ORDINARY SHARES | |||
Class A ordinary shares subject to possible redemption | 26,974,295 | 205,927,087 | 202,006,302 |
SHAREHOLDERS’ DEFICIT | |||
Ordinary shares, value | |||
Class B Ordinary Shares | |||
SHAREHOLDERS’ DEFICIT | |||
Ordinary shares, value | 500 | 500 | 500 |
Related Party | |||
CURRENT LIABILITIES | |||
Note Payable – related party | $ 2,631,948 | $ 1,000,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Ordinary Shares | |||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares outstanding | 2,425,969 | 20,000,000 | 20,000,000 |
Ordinary shares subject to possible redemption, price per share (in Dollars per share) | $ 11.12 | $ 10.3 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | |||
Ordinary shares, shares outstanding | |||
Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 5,000,000 | 5,000,000 | 5,000,000 |
Ordinary shares, shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 |
Previously Reported [Member] | Class A Ordinary Shares | |||
Ordinary shares subject to possible redemption, price per share (in Dollars per share) | $ 10.25 | $ 10.1 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
OPERATING EXPENSES | ||||||
General and administrative | $ 417,108 | $ 293,016 | $ 1,272,015 | $ 765,866 | $ 618,777 | $ 1,368,675 |
Loss from operations | 417,108 | 293,016 | 1,272,015 | 765,866 | 618,777 | 1,368,675 |
OTHER INCOME | ||||||
Change in fair value of derivative liability | 190,208 | |||||
Fair value in excess of sale of private warrants | (1,000,000) | |||||
Change in fair value of warrant liability | 620,000 | 8,192,000 | 10,808,000 | 8,452,000 | ||
Dividend income Trust Account | 366,916 | 911,773 | 1,646,951 | 1,204,892 | ||
Interest income from Trust account | 6,330 | 2,920,785 | ||||
Interest income from checking account | 1,660 | 793 | 2,946 | 917 | 2,135 | |
Transaction costs allocated to warrant issuance | (757,003) | |||||
Total other income | 368,576 | 1,532,566 | 1,649,897 | 9,397,809 | 9,247,535 | 11,374,920 |
NET (LOSS) INCOME | $ (48,532) | $ 1,239,550 | $ 377,882 | $ 8,631,943 | $ 8,628,758 | $ 10,006,245 |
Class A Ordinary Shares | ||||||
OTHER INCOME | ||||||
Weighted average shares outstanding, basic (in Shares) | 2,528,906 | 20,000,000 | 4,095,170 | 20,000,000 | 9,879,518 | 20,000,000 |
Basic net (loss) income per share (in Dollars per share) | $ 0.09 | $ 0.06 | $ 0.26 | $ 0.36 | $ 0.58 | $ 0.43 |
Class B Ordinary Shares | ||||||
OTHER INCOME | ||||||
Weighted average shares outstanding, basic (in Shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Basic net (loss) income per share (in Dollars per share) | $ (0.06) | $ 0.01 | $ (0.14) | $ 0.3 | $ 0.58 | $ 0.28 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares | ||||||
Weighted average shares outstanding, diluted | 2,528,906 | 20,000,000 | 4,095,170 | 20,000,000 | 9,879,518 | 20,000,000 |
Diluted net (loss) income per share | $ 0.09 | $ 0.06 | $ 0.26 | $ 0.36 | $ 0.58 | $ 0.43 |
Class B Ordinary Shares | ||||||
Weighted average shares outstanding, diluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Diluted net (loss) income per share | $ (0.06) | $ 0.01 | $ (0.14) | $ 0.30 | $ 0.58 | $ 0.28 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional paid-in capital | Accumulated deficit | Total |
Balance at Feb. 02, 2021 | |||||
Balance (in Shares) at Feb. 02, 2021 | |||||
Net Income (Loss) | 8,628,758 | 8,628,758 | |||
Issuance of Class B Ordinary shares to Sponsor | $ 575 | 24,425 | 25,000 | ||
Issuance of Class B Ordinary shares to Sponsor (in Shares) | 5,750,000 | ||||
Remeasurement for Class A ordinary shares to redemption value | (24,500) | (25,792,820) | (25,817,320) | ||
Forfeiture of Class B ordinary shares | $ (75) | 75 | |||
Forfeiture of Class B ordinary shares (in Shares) | (750,000) | ||||
Balance at Dec. 31, 2021 | $ 500 | (17,164,062) | (17,163,562) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,000,000 | ||||
Net Income (Loss) | 3,146,507 | 3,146,507 | |||
Remeasurement for Class A ordinary shares to redemption value | (20,342) | (20,342) | |||
Balance at Mar. 31, 2022 | $ 500 | (14,037,897) | (14,037,397) | ||
Balance (in Shares) at Mar. 31, 2022 | 5,000,000 | ||||
Balance at Dec. 31, 2021 | $ 500 | (17,164,062) | (17,163,562) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,000,000 | ||||
Net Income (Loss) | 8,631,943 | ||||
Balance at Sep. 30, 2022 | $ 500 | (9,737,011) | (9,736,511) | ||
Balance (in Shares) at Sep. 30, 2022 | 5,000,000 | ||||
Balance at Dec. 31, 2021 | $ 500 | (17,164,062) | (17,163,562) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,000,000 | ||||
Net Income (Loss) | 10,006,245 | 10,006,245 | |||
Remeasurement for Class A ordinary shares to redemption value | (3,920,785) | (3,920,785) | |||
Balance at Dec. 31, 2022 | $ 500 | (11,078,602) | (11,078,102) | ||
Balance (in Shares) at Dec. 31, 2022 | 5,000,000 | ||||
Balance at Mar. 31, 2022 | $ 500 | (14,037,897) | (14,037,397) | ||
Balance (in Shares) at Mar. 31, 2022 | 5,000,000 | ||||
Net Income (Loss) | 4,245,886 | 4,245,886 | |||
Remeasurement for Class A ordinary shares to redemption value | (272,777) | (272,777) | |||
Balance at Jun. 30, 2022 | $ 500 | (10,064,788) | (10,064,288) | ||
Balance (in Shares) at Jun. 30, 2022 | 5,000,000 | ||||
Net Income (Loss) | 1,239,550 | 1,239,550 | |||
Remeasurement for Class A ordinary shares to redemption value | (911,773) | (911,773) | |||
Balance at Sep. 30, 2022 | $ 500 | (9,737,011) | (9,736,511) | ||
Balance (in Shares) at Sep. 30, 2022 | 5,000,000 | ||||
Balance at Dec. 31, 2022 | $ 500 | (11,078,602) | (11,078,102) | ||
Balance (in Shares) at Dec. 31, 2022 | 5,000,000 | ||||
Net Income (Loss) | (606,402) | (606,402) | |||
Remeasurement for Class A ordinary shares to redemption value | (895,995) | (895,995) | |||
Extension payment paid by Sponsor through a note | (450,000) | (450,000) | |||
Balance at Mar. 31, 2023 | $ 500 | (13,030,999) | (13,030,999) | ||
Balance (in Shares) at Mar. 31, 2023 | 5,000,000 | ||||
Balance at Dec. 31, 2022 | $ 500 | (11,078,602) | (11,078,102) | ||
Balance (in Shares) at Dec. 31, 2022 | 5,000,000 | ||||
Net Income (Loss) | 377,882 | ||||
Balance at Sep. 30, 2023 | $ 500 | (13,429,619) | (13,429,119) | ||
Balance (in Shares) at Sep. 30, 2023 | 5,000,000 | ||||
Balance at Mar. 31, 2023 | $ 500 | (13,030,999) | (13,030,999) | ||
Balance (in Shares) at Mar. 31, 2023 | 5,000,000 | ||||
Net Income (Loss) | 1,032,816 | 1,032,816 | |||
Remeasurement for Class A ordinary shares to redemption value | (384,040) | (384,040) | |||
Extension payment paid by Sponsor through a note | (450,000) | (450,000) | |||
Balance at Jun. 30, 2023 | $ 500 | (12,832,223) | (12,831,723) | ||
Balance (in Shares) at Jun. 30, 2023 | 5,000,000 | ||||
Net Income (Loss) | (48,532) | (48,532) | |||
Remeasurement for Class A ordinary shares to redemption value | (366,916) | (366,916) | |||
Extension payment paid by Sponsor through a note | (181,948) | (181,948) | |||
Balance at Sep. 30, 2023 | $ 500 | $ (13,429,619) | $ (13,429,119) | ||
Balance (in Shares) at Sep. 30, 2023 | 5,000,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | $ 377,882 | $ 8,631,943 | $ 8,628,758 | $ 10,006,245 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest income from Trust Account | (6,302) | (2,920,785) | ||
Transaction costs allocated to warrant issuance | 757,003 | |||
Fair value in excess of sale of private warrants | 1,000,000 | |||
Change in fair value of derivative liability | (190,208) | |||
Dividend income from Trust Account | (1,646,951) | (1,204,892) | ||
Change in fair value of warrant liability | (8,192,000) | (10,808,000) | (8,452,000) | |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other assets | 171,690 | 227,669 | (499,305) | 324,281 |
Note Payable – related party | 1,631,948 | |||
Due to affiliates | 90,000 | 90,000 | 227,693 | 120,000 |
Accounts payable | 487,824 | (51,703) | 113,695 | 345,081 |
Net cash flows provided by (used in) operating activities | 1,112,393 | (498,983) | (776,666) | (577,178) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Withdrawal from Trust Account for redemption of ordinary shares | 181,681,691 | |||
Cash deposited to Trust Account | (1,081,948) | (202,000,000) | (1,000,000) | |
Net cash flows provided by investing activities | 180,599,743 | (202,000,000) | (1,000,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from sale of private units | 8,000,000 | |||
Sale of Units, net of underwriting discounts paid of $4,000,000 | 196,000,000 | |||
Proceeds from Sponsor loan | 1,000,000 | |||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |||
Payment of offering costs | (577,812) | |||
Redemption of Ordinary shares | (181,681,691) | |||
Net cash flows used in financing activities | (181,681,691) | 203,447,188 | 1,000,000 | |
NET CHANGE IN CASH | 30,445 | (498,983) | 670,522 | (577,178) |
CASH, BEGINNING OF PERIOD | 93,344 | 670,522 | 670,522 | |
CASH, END OF PERIOD | 123,789 | 171,539 | 670,522 | 93,344 |
Supplemental disclosure of noncash activities: | ||||
Initial classification of warrant liability | 19,800,000 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | $ 1,646,951 | $ 1,204,892 | 25,817,320 | 3,920,785 |
Deferred underwriting fee payable | 9,000,000 | |||
Initial value of over-allotment liability | $ 190,208 |
Unaudited Condensed Statement_5
Unaudited Condensed Statements of Cash Flows (Parentheticals) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Net of underwriting discounts paid | $ 4,000,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations StoneBridge Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on February 2, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On January 12, 2023, The Company filed a Form 8 -K In connection with the execution of the Business Combination Agreement, StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) entered into a support agreement with DigiAsia (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed to vote all StoneBridge Ordinary Shares beneficially owned by it in favor of the Amalgamation. Pursuant to the Sponsor Support Agreement, the Sponsor has also agreed to certain share lock -up -up In addition, in connection with the execution of the Business Combination Agreement, certain shareholders of DigiAsia entered into a support agreement (the “DigiAsia Shareholder Support Agreement”) with StoneBridge and DigiAsia pursuant to which such shareholders agreed to vote all shares of DigiAsia beneficially owned by them in favor of the Amalgamation. In connection with the Transactions, StoneBridge, DigiAsia and certain shareholders of DigiAsia who will receive PubCo Ordinary Shares pursuant to the Business Combination Agreement, have entered into a registration rights agreement (“Registration Rights Agreement”), to become effective upon the Closing. Prior to the consummation of the Transactions, certain DigiAsia shareholders, including all executive officers, heads of business lines and directors of DigiAsia as well as any other existing shareholder of DigiAsia holding greater than 1% of its share capital, will enter into a lock -up -up -up -up (i) -up (ii) -up (iii) -Up -Up -Up -trading In connection with the Closing, StoneBridge, the Sponsor and Alexander Rusli (the “Founder”) will enter into a Director Nomination Agreement (the “Director Nomination Agreement”) pursuant to which the parties agreed that, among other things, at every meeting of PubCo Board of Directors (the “PubCo Board”), or a committee thereof, or action by written consent, at or by which directors of PubCo are appointed by PubCo Board or are nominated to stand for election and elected by shareholders of PubCo, the Sponsor shall have the right to appoint or nominate for election to PubCo Board, as applicable, two individuals (each a “Nominee,” and together, the “Nominees”), to serve as directors of PubCo; provided, that such Nominees shall be reasonably acceptable to the Founder. Further, PubCo shall take, and the Founder shall use his best efforts to cause PubCo to take, all necessary actions within its control, such that, as of the Effective Time, the Nominees shall either be elected by PubCo’s shareholders at the meeting held to approve the Transactions or appointed to PubCo Board. On June 26, 2023, in connection with the proposed transaction, the Company filed a Registration Statement on Form F -4 -back -back As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023, relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating 20,000,000 units (the “Units”) with respect to the Class A ordinary shares (the “Class A Ordinary Shares”) included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, StoneBridge Acquisition Sponsor LLC and underwriters generating gross proceeds of $8,000,000, which is described in Note 4. Offering costs for the Initial Public Offering amounted to $13,577,812, consisting of $4,000,000 of underwriting fees, $9,000,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $577,812 of other costs. The Company immediately expensed $757,003 of offering costs in connection with the Warrants that were classified as liabilities. As described in Note 6, the $9,000,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by October 20, 2022, subject to the terms of the underwriting agreement. On September 30, 2022, the Company extended the time for a Business Combination for a further period of three months i.e., from October 20, 2022 to January 20, 2023. At the Extraordinary General Meeting held on January 20, 2023, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “ Extension Amendment On June 22, 2023, parties to the Business Combination Agreement entered into Amendment No. 1 to the Business Combination Agreement (the “Amendment”) pursuant to which the parties agreed to extend the Termination Date (as defined in the Business Combination Agreement) from June 30, 2023 to December 29, 2023. Following the closing of the Initial Public Offering on July 20, 2021, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the 20,000,000 Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated Memorandum and Articles of Association (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480 -10-S99 -20 -10-S99 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or share exchange rule. If a shareholder vote is not required by applicable law or share exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or share exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non -public Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A Ordinary shares in conjunction with any such amendment. At the Extraordinary General Meeting held on January 20, 2023, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “ Extension Amendment ten -share -outstanding In the event that the Sponsor or its affiliates or designees elect to extend the time to complete a business combination and deposit the applicable amount of money into trust, the Sponsor or its affiliates or designees would receive a non -interest At the Extraordinary General Meeting held on July 19, 2023, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “ Second Extension Amendment ten -share interest to pay dissolution expenses), divided by the number of then -outstanding In the event that the Sponsor or its affiliates or designees elect to extend the time to complete a business combination and deposit the applicable amount of money into the trust account, the Sponsor or its affiliates or designees would receive a non -interest The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per -share -party At the Company’s Shareholder’s Special meeting held on January 20, 2023, the stockholders of 16,988,575 At the Company’s extraordinary general meeting of shareholders held on July 19, 2023, the shareholders of 585,456 Liquidity and Going Concern As of September 30, 2023, the Company had $123,789 in its operating bank account, $26,974,295 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $3,889,119. As of September 30, 2023, $1,646,951 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditure required for operating its business and to consummate a business combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As a result of this action and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Recently in October 2023, the military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. The full impact of the war between Israel and Hamas and related global economic disruptions on our financial condition and results of operations, as well as the consummation of our Business Combination, also remains uncertain. The management will continuously evaluate the effect to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Description of Organization and Business Operations StoneBridge Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on February 2, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022, relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, StoneBridge Acquisition Sponsor LLC and underwriters generating gross proceeds of $8,000,000, which is described in Note 4. Offering costs for the Initial Public Offering amounted to $13,577,812, consisting of $4,000,000 of underwriting fees, $9,000,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $577,812 of other costs. The Company immediately expensed $757,003 of offering costs in connection with the Warrants that were classified as liabilities. As described in Note 6, the $9,000,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by October 20, 2022, subject to the terms of the underwriting agreement. On September 30, 2022, the Company extended the time for a Business Combination for a further period of three months i.e., from October 20, 2022 to January 20, 2023. At the Extraordinary General Meeting held on January 20, 2023, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “ Extension Amendment Following the closing of the Initial Public Offering on July 20, 2021, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the 20,000,000 Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated Memorandum and Articles of Association (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480 -10-S99 -20 -10-S99 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or share exchange rule. If a shareholder vote is not required by applicable law or share exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or share exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non -public Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A Ordinary shares in conjunction with any such amendment. At the Extraordinary General Meeting held on January 20, 2023, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “ Extension Amendment 24 ten -share -outstanding If the Company anticipates that it may not be able to consummate an initial business combination by October 20, 2022 (i.e., within 15 months from the July 20, 2021 closing of the IPO), the Sponsor or its affiliates or designees may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 21 -interest a press release the day after the applicable deadline announcing whether the funds had been timely deposited. Neither the Sponsor nor its affiliates or designees are obligated to fund the trust account to extend the time for the Company to complete an initial business combination. To the extent that some, but not all, of the parties decide to extend the period of time to consummate an initial business combination, such parties may deposit the entire amount required. The Company has extended the Business Combination date by three Months i.e. from October 20, 2022 to January 20, 2023 and subsequently up to 6 times for an additional one (1) month each time up to July 20, 2023. Board meeting held on October 31, 2022 and the company has agreed to accept from the sponsor an unsecured debt of $1,000,000 which is deposited in the trust account. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per -share -party Liquidity and Going Concern As of December 31, 2022, the Company had $93,344 in its operating bank account, $205,927,087 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $1,538,102. As of December 31, 2022 and December 31, 2021, approximately $2,920,785 and $6,302 of the amount on deposit in the Trust Account represented interest income , which is available to pay the Company’s tax obligations. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 except for the purpose of liquidating. The Company extended the time for a business combination by 3 months (extended period) and has until January 20, 2023, 18 months from the closing of the IPO, to consummate a Business Combination or upon the extended period of 6 times for an additional one (1) month each time up to July 20, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering). It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by July 20, 2023, the extended period (there will be a mandatory liquidation and subsequent dissolution. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As a result of this action and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Liquidity The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -K -X Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Specifically, these estimates include the probability of a successful business combination and the implied volatility of the Public and Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term not Investments Held in Trust Account At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds invested in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over -allotment Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. Accounting for Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 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 bases 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. 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. There were no There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary shares subject to possible redemption in accordance with the guidance in “ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Ordinary shares (including Class A Ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Ordinary shares is classified as shareholders’ equity. The Company’s Class A Ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2023, 2,425,969 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid -in At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds July 20, 2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208 ) Fair value of Public Warrants at issuance (10,800,000 ) Class A shares issuance costs (12,820,810 ) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 Less: Redemption of Class A ordinary shares (181,681,691 ) Plus: Remeasurement of carrying value to redemption value 1,646,951 Extension payment paid by Sponsor through a note 1,081,948 Class A ordinary shares subject to possible redemption at September 30,2023 $ 26,974,295 Net income (loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement to purchase an aggregate of 18,000,000 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,075,543 $ (697,661 ) $ 7,146,533 $ 1,485,410 Denominator: Weighted average shares outstanding 4,095,170 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ 0.26 $ (0.14 ) $ 0.36 $ 0.30 For the three months ended September 30, 2023 For the three months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 227,370 $ (275,902 ) $ 1,173,995 $ 65,555 Denominator: Weighted average shares outstanding 2,528,906 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ 0.09 $ (0.06 ) $ 0.06 $ 0.01 Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Liquidity The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -K -X Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Specifically, these estimates include the probability of a successful business combination by July 20, 2023, and the implied volatility of the Public and Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term not Investments Held in Trust Account At December 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds invested in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over -allotment Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: Accounting for Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 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 bases 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. 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. There were no imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary shares subject to possible redemption in accordance with the guidance in “ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Ordinary shares (including Class A Ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Ordinary shares is classified as shareholders’ equity. The Company’s Class A Ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and December 31, 2021, 20,000,000 Class A Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid -in At December 31, 2022 and December 31, 2021 the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds July 20, 2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208 ) Fair value of Public Warrants at issuance (10,800,000 ) Class A shares issuance costs (12,820,810 ) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 Net income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement to purchase an aggregate of 18,000,000 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the year ended For the period February 2, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 8,589,153 $ 1,417,092 $ 5,731,334 2,897,424 Denominator: Weighted average shares outstanding 20,000,000 5,000,000 9,879,518 5,000,000 Basic and diluted net income per share $ 0.43 $ 0.28 $ 0.58 $ 0.58 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020 -06 -Debt -20 -Contracts -40 -06 -06 In June 2022, the FASB issued ASU 2022 -03 -linked Management does not believe that any other recently issued accounting standards, if currently adopted, would have a material effect on our financial statements . |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering Abstract | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 20,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares (such Class A Ordinary shares included in the Units being offered, the “Public Shares”), and one -half | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 20,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares (such Class A Ordinary shares included in the Units being offered, the “Public Shares”), and one -half |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement Abstract | ||
Private Placement Warrants | Note 4 — Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor and underwriter purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $8,000,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Placement Warrants at the Initial Public Offering are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The fair value of the Private Placement Warrants at issuance was $9,000,000. | Note 4 — Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor and underwriter purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $8,000,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Placement Warrants at the Initial Public Offering are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The fair value of the Private Placement Warrants at issuance was $9,000,000. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 9, 2021, the Sponsor purchased 5,750,000 -day -allotment -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one -trading 150 On June 1, 2023, Director Founder Share Assignment Agreement was entered by and between the Sponsor, and certain directors, under which the Sponsor agreed to transfer 250,000 Founder Shares to such directors, upon the closing of the Company’s Business Combination. The shares granted on June 1, 2023 had an aggregate fair value using the scenario analysis, of which the stock price input into the founder shares scenario analysis was valued using a binomial lattice, of $2,425,500 ($9.70 per share). The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based -based Due to Affiliates As of September 30, 2023 and December 31, 2022, the Company owed the Sponsor $437,693 and $347,693, respectively towards deferred offering and other formation costs incurred as well as administration support services. This amount will be repaid as soon as practical from the operating account. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business Note Payable — Related Party On October 12, 2022, the Company accepted from the sponsor a non -interest -party Sponsor -June Administrative Services Fee The Company entered into an agreement whereby, commencing on July 20, 2021, the Company will pay the Sponsor $10,000 per month for office space, administrative and support services. For the nine months ended September 30, 2023 the Company incurred $90,000 in fees for these services. As of September 30, 2023 and December 31, 2022 a total of $260,000 and $170,000, respectively of administrative support services were included in the Due to affiliates balance in the accompanying balance sheets. Advisory fees On January 4, 2022, the Company entered into an agreement with Sett & Lucas limited (“S&L”) for certain financial advisory and investment banking services in relation to the Business Combination with a potential target. Pursuant to this agreement, the Company agreed to pay S&L a success fee earned upon successful completion of the Business Combination equal to 2% of the pre -money -of-pocket On April 2, 2023, the Company entered into an amendment to advisory agreement with Sett & Lucas Limited (S&L). Pursuant to such agreement, Company will pay S&L a success fee upon successful completion of the Business Combination, $1.0 million in cash and 300,000 -side | Note 5 — Related Party Transactions Founder Shares On February 9, 2021, the Sponsor purchased 5,750,000 -day -allotment -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one -trading 150 Due to Affiliates As of December 31, 2022 and December 31, 2021, the Company owed the Sponsor $347,693 and $227,693, respectively towards deferred offering and other formation costs incurred as well as administration support services. This amount will be repaid as soon as practical from the operating account. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business no Note Payable — Related Party On October 12, 2022, the company accepted from the sponsor an unsecured debt of $1,000,000 for an extension payment. The amount is outstanding as of December 31, 2022. Administrative Services Fee The Company entered into an agreement whereby, commencing on July 20, 2021, the Company will pay the Sponsor $10,000 per month for office space, administrative and support services. For the year ended December 31, 2022 the Company incurred $120,000 in fees for these services. As of December 31, 2022 and December 31, 2021 a total of $170,000 and $50,000, respectively of administrative support services were included in the Due to affiliates balance in the accompanying balance sheets. Advisory fees On January 4, 2022, the Company entered into an agreement with Sett & Lucas limited (“S&L”) for certain financial advisory and investment banking services in relation to the Business Combination with a potential target. Pursuant to this agreement, the Company agreed to pay S&L a success fee earned upon successful completion of the Business Combination equal to 2% of the pre -money -of-pocket As of December 31, 2022, S&L has been providing services for Buy -side |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares of Class A Ordinary shares) pursuant to a registration rights agreement dated June 15, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments The underwriters were paid a cash underwriting discount of $0.20 per unit, or $4,000,000 in the aggregate at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.45 per unit, or $9,000,000 in the aggregate from the closing of the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On June 13, 2023, Company entered into a fees reduction agreement with Cantor Fitzgerald & Co. (“Cantor”), the underwriters. Pursuant to such agreement, in the event that the Company elects (in its sole discretion) to consummate the Business Combination with DigiAsia, Cantor agrees that it will forfeit cash payment of $4,500,000 of the aggregate $9,000,000 of deferred fee that would otherwise be payable to it pursuant to the underwriting agreement. In lieu, the Company will issue shares of the merged entity valuing $4,500,000 and the balance will be paid in cash. The remainder of the deferred fee shall be payable to Cantor as a non -refundable Advisory Fees On June 27, 2023, the Company entered into an agreement with Laurel Hill Advisory Group, LLC (“Laurel Hill”) to assist in the solicitation of proxies for the Extraordinary General Meeting. The Company has agreed to pay Laurel Hill a fixed fee of $15,000 and will reimburse Laurel Hill for its reasonable and documented costs and expenses and indemnify Laurel Hill and its affiliates against certain claims, liabilities, losses, damages and expenses. On January 3, 2022, the Company entered into an agreement with ARC Group for strategic and target identification advisory services, pursuant to which the Company will pay the ARC Group an initial retainer fee of $25,000 (which has been paid by the Company in January 2022), a closing retainer fee at announcement of the Business Combination in the amount of $175,000 and a success fee of $1,000,000 upon completion of Business Combination with introduced target. Limited target identification services have been performed by the ARC Group in connection with the agreement, the compensation for which has been covered by the initial retainer fee of $25,000. No On April 28, 2022, the Company entered into an agreement with J.V.B. Financial Group, LLC (“JVB”) for financial advisor and placement agent services in connection with the Business Combination. Pursuant to this agreement, the Company agreed to pay JVB (i) a transaction fee in an amount equal to $1,500,000 in connection with a successful Business Combination transaction and (ii) a transaction fee in connection with JVBs’ services as a non -exclusive -of-pocket No | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares of Class A Ordinary shares) pursuant to a registration rights agreement dated June 15, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments The underwriters were paid a cash underwriting discount of $0.20 per unit, or $4,000,000 in the aggregate at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.45 per unit, or $9,000,000 in the aggregate from the closing of the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Advisory Fees On January 3, 2022, the Company entered into an agreement with ARC Group for strategic and target identification advisory services, pursuant to which the Company will pay the ARC Group an initial retainer fee of $25,000 (which has been paid by the Company in January 2022), a closing retainer fee at announcement of the Business Combination in the amount of $175,000 and a success fee of $1,000,000 upon completion of Business Combination with introduced target. Limited target identification services have been performed by the ARC Group in connection with the agreement, the compensation for which has been covered by the initial retainer fee of $25,000. No On April 28, 2022, the Company entered into an agreement with J.V.B. Financial Group, LLC (“JVB”) for financial advisor and placement agent services in connection with the Business Combination. Pursuant to this agreement, the Company agreed to pay JVB (i) a transaction fee in an amount equal to $1,500,000 in connection with a successful Business Combination transaction and (ii) a transaction fee in connection with JVBs’ services as a non -exclusive -of-pocket |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders’ Deficit [Abstract] | ||
Equity [Text Block] | Note 7 — Shareholders’ Deficit Ordinary shares Class A Ordinary shares no On January 20, 2023, The Company held an extraordinary general meeting of shareholders (the “ Extraordinary General Meeting Redemption On July 19, 2023, The Company held an extraordinary general meeting of shareholders (the “ Extraordinary General Meeting Redemption Class B Ordinary shares Holders of Class A Ordinary shares and holders of Class B Ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders. The Class B Ordinary shares will automatically convert into Class A Ordinary shares at the time of a Business Combination at a ratio such that the number of Class A Ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one Preferred Shares no | Note 7 — Shareholders’ Deficit Ordinary shares Class A Ordinary shares no Class B Ordinary shares Holders of Class A Ordinary shares and holders of Class B Ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders. The Class B Ordinary shares will automatically convert into Class A Ordinary shares at the time of a Business Combination at a ratio such that the number of Class A Ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one Preferred Shares no |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
Warrants | Note 8 — Warrants The Company has accounted for the 18,000,000 warrants to be issued in connection with the Initial Public Offering (the 10,000,000 Public Warrants and the 8,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815 -40 -measurement -measurement The Public Warrants will become exercisable on the later of (a) 30 12 five Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • 30 • • If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and be non -redeemable The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional ordinary shares or equity -linked -linked As of September 30, 2023 and December 31, 2022, there were 10,000,000 Public Warrants and 8,000,000 Private Warrants outstanding. | Note 8 — Warrants The Company has accounted for the 18,000,000 warrants to be issued in connection with the Initial Public Offering (the 10,000,000 Public Warrants and the 8,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815 -40 -measurement -measurement The Public Warrants will become exercisable on the later of (a) 30 12 five Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • 30 • • If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and be non -redeemable Concurrently with the closing of the Initial Public Offering, the Sponsor and underwriter purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $8,000,000. The fair value of the Private Placement Warrants at issuance was $9,000,000. Fair value in excess of sale on the issuance of private warrants was recorded in the statement of operations. The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional ordinary shares or equity -linked -linked As of December 31, 2022 and December 31, 2021, there were 10,000,000 Public Warrants and 8,000,000 Private Warrants outstanding. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Absract] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re -measured -financial -measured Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as trading securities with ASC Topic 320, “Investments — Debt and Equity Securities.” The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At September 30, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $26,974,295 and $205,927,087 invested in U.S. Treasury Securities mutual funds. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, 2023 Level Quoted Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities 1 $ 26,974,295 — — Liabilities: Warrant Liability – Public Warrants 1 300,000 — — Warrant Liability – Private Warrants 3 — — 240,000 December 31, 2022 Level Quoted Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities 1 $ 205,927,087 — — Liabilities: Warrant Liability – Public Warrants 1 300,000 — — Warrant Liability – Private Warrants 3 — — 240,000 Warrants The Company has determined that warrants issued in connection with its initial public offering in July 2021 are subject to treatment as a liability. The estimated fair value of the warrant liability is determined using Level 1 and Level 3 inputs. At September 30, 2023, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $0.03 at September 30, 2023 and December 31, 2022 respectively. The Company utilized a modified Black Scholes model to value the Private Warrants at September 30, 2023 and December 31, 2022. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in the model are assumptions related to expected share -price -free -free -coupon Transfers to/from Levels The following table provides quantitative information regarding Level 3 fair value measurements on September 30, 2023 and December 31, 2022. September 30, 2023 December 31, 2022 Share Price 11.05 10.30 Exercise Price 11.50 11.50 Redemption Trigger Price 18.00 18.00 Term (years) 5.31 5.05 Probability of Acquisition 1.50 % 4.00 % Volatility 0.00 % 0.00 % Risk Free Rate 4.50 % 3.91 % Dividend Yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities as of September 30, 2023 and 2022: Public Warrants (Level 1) Private Warrants (Level 3) Total Warrants Fair value as of December 31, 2022 $ 300,000 $ 240,000 $ 540,000 Change in fair value 600,000 480,000 1,080,000 Fair value as of March 31, 2023 $ 900,000 $ 720,000 $ 1,620,000 Change in fair value (600,000 ) (480,000 ) (1,080,000 ) Fair value as of June 30, 2023 $ 300,000 $ 240,000 $ 540,000 Change in fair value — — — Fair value as of September 30, 2023 $ 300,000 $ 240,000 $ 540,000 Public Private Total Fair value as of December 31, 2021 $ 4,800,000 $ 4,192,000 $ 8,992,000 Change in fair value (1,900,000 ) (1,552,000 ) (3,452,000 ) Fair value as of March 31, 2022 $ 2,900,000 $ 2,640,000 $ 5,540,000 Change in fair value (2,200,000 ) (1,920,000 ) (4,120,000 ) Fair value as of June 30, 2022 $ 700,000 $ 720,000 $ 1,420,000 Change in fair value (300,000 ) (320,000 ) (620,000 ) Fair value as of September 30, 2022 $ 400,000 $ 400,000 $ 800,000 | Note 9 — Fair Value Measurements The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re -measured -financial -measured Level 1: Level 2: Level 3: The Company classifies its U.S. Treasury and equivalent securities as trading securities with ASC Topic 320, “Investments — Debt and Equity Securities.” The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At December 31, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $205,927,087 and $202,006,302 invested in U.S. Treasury Securities mutual funds. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2022 Level Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury Securities 1 $ 205,927,087 — — Liabilities: Warrant Liability – Public Warrants 1 300,000 — — Warrant Liability – Private Warrants 3 — — 240,000 December 31, 2021 Level Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury Securities 1 $ 202,006,302 — — Liabilities: Warrant Liability – Public Warrants 1 4,800,000 — — Warrant Liability – Private Warrants 3 — — 4,192,000 Warrants The Company has determined that warrants issued in connection with its initial public offering in July 2021 are subject to treatment as a liability. The estimated fair value of the warrant liability is determined using Level 1 and Level 3 inputs. At December 31, 2022, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $0.03 at December 31, 2022 and $0.48 at December 31, 2021. The Company utilized a modified Black Scholes model to value the Private Warrants at December 31, 2022 and December 31, 2021. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in the model are assumptions related to expected share -price -free -free -coupon Transfers to/from Levels No The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2022 and December 31, 2021. December 31, December 31, Share Price $ 10.27 $ 9.85 Exercise Price $ 11.50 $ 11.50 Redemption Trigger Price $ 18.00 $ 18.00 Term (years) 5.05 5.55 Probability of Acquisition 4.00 % 85.00 % Volatility 0.00 % 10.20 % Risk Free Rate 3.91 % 1.30 % Dividend Yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: Public Private Total Fair value as of December 31, 2021 $ 4,800,000 $ 4,192,000 $ 8,992,000 Change in fair value (4,500,000 ) (3,952,000 ) (8,452,000 ) Fair value as of December 31, 2022 $ 300,000 $ 240,000 $ 540,000 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 — Subsequent Events The Company has evaluated subsequent events that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available for issuance and determined that other than the item disclosed below, there were no subsequent events that would require adjustment or disclosure. On October 12, 2023, the Sponsor deposited $60,649 into the Trust Account, on behalf of the Company, to extend the time available to the Company to consummate its initial business combination to November 20, 2023. On November 17, 2023, the Sponsor deposited $60,649 into the Trust Account, on behalf of the Company, to extend the time available to the Company to consummate its initial business combination to December 20, 2023. | Note 10 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were available for issuance and determined that other than the items disclosed below, there were no subsequent events that would require adjustment or disclosure. Business Combination agreements: On January 5, 2023, The Company issued a press release announcing the execution of a Business Combination Agreement with DigiAsia Bios Pte. Ltd., a Singapore private company limited by shares (“ DigiAsia Business Combination Agreement Business Combination In connection with the execution of the Business Combination Agreement, StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) entered into a support agreement with DigiAsia (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed to vote all StoneBridge Ordinary Shares beneficially owned by it in favor of the Amalgamation. Pursuant to the Sponsor Support Agreement, the Sponsor has also agreed to certain share lock -up -up In addition, in connection with the execution of the Business Combination Agreement, certain shareholders of DigiAsia entered into a support agreement (the “DigiAsia Shareholder Support Agreement”) with StoneBridge and DigiAsia pursuant to which such shareholders agreed to vote all shares of DigiAsia beneficially owned by them in favor of the Amalgamation. In connection with the Transactions, StoneBridge, DigiAsia and certain shareholders of DigiAsia who will receive PubCo Ordinary Shares pursuant to the Business Combination Agreement, have entered into a registration rights agreement (“Registration Rights Agreement”), to become effective upon the Closing. Prior to the consummation of the Transactions, certain DigiAsia shareholders, including all executive officers, heads of business lines and directors of DigiAsia as well as any other existing shareholder of DigiAsia holding greater than 1% of its share capital, will enter into a lock -up -up -up -up (i) -up (ii) -up (iii) -Up -Up -Up -trading In connection with the Closing, StoneBridge, the Sponsor and Alexander Rusli (the “Founder”) will enter into a Director Nomination Agreement (the “Director Nomination Agreement”) pursuant to which the parties agreed that, among other things, at every meeting of PubCo Board of Directors (the “PubCo Board”), or a committee thereof, or action by written consent, at or by which directors of PubCo are appointed by PubCo Board or are nominated to stand for election and elected by shareholders of PubCo, the Sponsor shall have the right to appoint or nominate for election to PubCo Board, as applicable, two individuals (each a “Nominee,” and together, the “Nominees”), to serve as directors of PubCo; provided, that such Nominees shall be reasonably acceptable to the Founder. Further, PubCo shall take, and the Founder shall use his best efforts to cause PubCo to take, all necessary actions within its control, such that, as of the Effective Time, the Nominees shall either be elected by PubCo’s shareholders at the meeting held to approve the Transactions or appointed to PubCo Board. Redemption of ordinary shares: On January 20, 2023, The Company held an extraordinary general meeting of shareholders (the “ Extraordinary General Meeting Redemption Extension of time period: On January 20, 2023, at the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “ Extension Amendment On January 31, 2023, the Company’s sponsor (or one or more of its affiliates or third -party Sponsor Extension Payment -interest On February 16, 2023 and March 13, 2023, the Sponsor deposited $150,000 into the Trust Account on each date, on behalf of the Company, to extend the time available to the Company to consummate its initial business combination to March 20, 2023 and April 20, 2023, respectively. Notice of Delisting: On March 7, 2023, StoneBridge received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that Stonebridge was not in compliance with Listing Rule 5550(a)(3), which requires Stonebridge to have at least 300 public holders for continued listing on the Nasdaq Capital Market (the “Minimum Public Holders Rule”). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of Stonebridge’s securities on the Nasdaq Capital Market. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -K -X | Basis of Presentation and Liquidity The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -K -X |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Specifically, these estimates include the probability of a successful business combination and the implied volatility of the Public and Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Specifically, these estimates include the probability of a successful business combination by July 20, 2023, and the implied volatility of the Public and Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term not | Cash and Cash Equivalents The Company considers all short -term not |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds invested in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | Investments Held in Trust Account At December 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds invested in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over -allotment | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over -allotment |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. | Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in | Accounting for Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 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 bases 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. 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. There were no There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 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 bases 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. 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. There were no imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary shares subject to possible redemption in accordance with the guidance in “ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Ordinary shares (including Class A Ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Ordinary shares is classified as shareholders’ equity. The Company’s Class A Ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2023, 2,425,969 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid -in At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds July 20, 2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208 ) Fair value of Public Warrants at issuance (10,800,000 ) Class A shares issuance costs (12,820,810 ) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 Less: Redemption of Class A ordinary shares (181,681,691 ) Plus: Remeasurement of carrying value to redemption value 1,646,951 Extension payment paid by Sponsor through a note 1,081,948 Class A ordinary shares subject to possible redemption at September 30,2023 $ 26,974,295 | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary shares subject to possible redemption in accordance with the guidance in “ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Ordinary shares (including Class A Ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Ordinary shares is classified as shareholders’ equity. The Company’s Class A Ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and December 31, 2021, 20,000,000 Class A Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid -in At December 31, 2022 and December 31, 2021 the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds July 20, 2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208 ) Fair value of Public Warrants at issuance (10,800,000 ) Class A shares issuance costs (12,820,810 ) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 |
Net income (loss) per Ordinary Share | Net income (loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement to purchase an aggregate of 18,000,000 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,075,543 $ (697,661 ) $ 7,146,533 $ 1,485,410 Denominator: Weighted average shares outstanding 4,095,170 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ 0.26 $ (0.14 ) $ 0.36 $ 0.30 For the three months ended September 30, 2023 For the three months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 227,370 $ (275,902 ) $ 1,173,995 $ 65,555 Denominator: Weighted average shares outstanding 2,528,906 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ 0.09 $ (0.06 ) $ 0.06 $ 0.01 | Net income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement to purchase an aggregate of 18,000,000 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the year ended For the period February 2, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 8,589,153 $ 1,417,092 $ 5,731,334 2,897,424 Denominator: Weighted average shares outstanding 20,000,000 5,000,000 9,879,518 5,000,000 Basic and diluted net income per share $ 0.43 $ 0.28 $ 0.58 $ 0.58 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020 -06 -Debt -20 -Contracts -40 -06 -06 In June 2022, the FASB issued ASU 2022 -03 -linked Management does not believe that any other recently issued accounting standards, if currently adopted, would have a material effect on our financial statements . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Class A Ordinary Shares Reflected in the Balance Sheet | At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds July 20, 2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208 ) Fair value of Public Warrants at issuance (10,800,000 ) Class A shares issuance costs (12,820,810 ) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 Less: Redemption of Class A ordinary shares (181,681,691 ) Plus: Remeasurement of carrying value to redemption value 1,646,951 Extension payment paid by Sponsor through a note 1,081,948 Class A ordinary shares subject to possible redemption at September 30,2023 $ 26,974,295 | At December 31, 2022 and December 31, 2021 the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds July 20, 2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208 ) Fair value of Public Warrants at issuance (10,800,000 ) Class A shares issuance costs (12,820,810 ) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 |
Schedule of Basic and Diluted Net Income Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,075,543 $ (697,661 ) $ 7,146,533 $ 1,485,410 Denominator: Weighted average shares outstanding 4,095,170 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ 0.26 $ (0.14 ) $ 0.36 $ 0.30 For the three months ended September 30, 2023 For the three months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 227,370 $ (275,902 ) $ 1,173,995 $ 65,555 Denominator: Weighted average shares outstanding 2,528,906 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ 0.09 $ (0.06 ) $ 0.06 $ 0.01 | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the year ended For the period February 2, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 8,589,153 $ 1,417,092 $ 5,731,334 2,897,424 Denominator: Weighted average shares outstanding 20,000,000 5,000,000 9,879,518 5,000,000 Basic and diluted net income per share $ 0.43 $ 0.28 $ 0.58 $ 0.58 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Absract] | ||
Schedule of Fair Value Measurements | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, 2023 Level Quoted Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities 1 $ 26,974,295 — — Liabilities: Warrant Liability – Public Warrants 1 300,000 — — Warrant Liability – Private Warrants 3 — — 240,000 December 31, 2022 Level Quoted Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities 1 $ 205,927,087 — — Liabilities: Warrant Liability – Public Warrants 1 300,000 — — Warrant Liability – Private Warrants 3 — — 240,000 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2022 Level Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury Securities 1 $ 205,927,087 — — Liabilities: Warrant Liability – Public Warrants 1 300,000 — — Warrant Liability – Private Warrants 3 — — 240,000 December 31, 2021 Level Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury Securities 1 $ 202,006,302 — — Liabilities: Warrant Liability – Public Warrants 1 4,800,000 — — Warrant Liability – Private Warrants 3 — — 4,192,000 |
Schedule of Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements on September 30, 2023 and December 31, 2022. September 30, 2023 December 31, 2022 Share Price 11.05 10.30 Exercise Price 11.50 11.50 Redemption Trigger Price 18.00 18.00 Term (years) 5.31 5.05 Probability of Acquisition 1.50 % 4.00 % Volatility 0.00 % 0.00 % Risk Free Rate 4.50 % 3.91 % Dividend Yield 0.00 % 0.00 % | The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2022 and December 31, 2021. December 31, December 31, Share Price $ 10.27 $ 9.85 Exercise Price $ 11.50 $ 11.50 Redemption Trigger Price $ 18.00 $ 18.00 Term (years) 5.05 5.55 Probability of Acquisition 4.00 % 85.00 % Volatility 0.00 % 10.20 % Risk Free Rate 3.91 % 1.30 % Dividend Yield 0.00 % 0.00 % |
Schedule of Change in the Fair Value of the Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities as of September 30, 2023 and 2022: Public Warrants (Level 1) Private Warrants (Level 3) Total Warrants Fair value as of December 31, 2022 $ 300,000 $ 240,000 $ 540,000 Change in fair value 600,000 480,000 1,080,000 Fair value as of March 31, 2023 $ 900,000 $ 720,000 $ 1,620,000 Change in fair value (600,000 ) (480,000 ) (1,080,000 ) Fair value as of June 30, 2023 $ 300,000 $ 240,000 $ 540,000 Change in fair value — — — Fair value as of September 30, 2023 $ 300,000 $ 240,000 $ 540,000 Public Private Total Fair value as of December 31, 2021 $ 4,800,000 $ 4,192,000 $ 8,992,000 Change in fair value (1,900,000 ) (1,552,000 ) (3,452,000 ) Fair value as of March 31, 2022 $ 2,900,000 $ 2,640,000 $ 5,540,000 Change in fair value (2,200,000 ) (1,920,000 ) (4,120,000 ) Fair value as of June 30, 2022 $ 700,000 $ 720,000 $ 1,420,000 Change in fair value (300,000 ) (320,000 ) (620,000 ) Fair value as of September 30, 2022 $ 400,000 $ 400,000 $ 800,000 | The following table presents the changes in the fair value of warrant liabilities: Public Private Total Fair value as of December 31, 2021 $ 4,800,000 $ 4,192,000 $ 8,992,000 Change in fair value (4,500,000 ) (3,952,000 ) (8,452,000 ) Fair value as of December 31, 2022 $ 300,000 $ 240,000 $ 540,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||
Oct. 20, 2023 USD ($) | Oct. 12, 2023 USD ($) | Jul. 20, 2023 USD ($) | Jul. 19, 2023 USD ($) $ / shares shares | Jan. 20, 2023 USD ($) $ / shares shares | Oct. 20, 2022 | Jul. 20, 2021 USD ($) $ / shares shares | Jul. 15, 2021 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) | |
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Condition for future business combination number of businesses minimum | 1 | 1 | ||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10 | |||||||||||||
Transaction costs | $ 13,577,812 | $ 13,577,812 | ||||||||||||
Underwriting fees | 4,000,000 | 4,000,000 | ||||||||||||
Deferred underwriting fee payable | 9,000,000 | $ 9,000,000 | $ 9,000,000 | 9,000,000 | ||||||||||
Other offering costs | 577,812 | 577,812 | ||||||||||||
Warrant issuance cost | $ 757,003 | $ 757,003 | ||||||||||||
Condition for future business combination use of proceeds percentage | 80% | 80% | ||||||||||||
Condition for future business combination threshold percentage ownership | 50% | 50% | ||||||||||||
Threshold amount of net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Redemption limit percentage without prior consent | 15% | 15% | ||||||||||||
Obligation to redeem public shares if entity does not complete a business combination | 100% | 100% | ||||||||||||
Months to complete acquisition | 24 months | |||||||||||||
Redemption period upon closure | 10 years | 10 years | 10 years | |||||||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||
Deposit into the trust account | $ 2,920,785 | |||||||||||||
Operating bank accounts | 123,789 | 93,344 | ||||||||||||
Securities held in trust account | 26,974,295 | 205,927,087 | ||||||||||||
Working capital | $ 3,889,119 | 1,538,102 | ||||||||||||
Deposit into the trust account | $ 6,302 | $ 2,920,785 | ||||||||||||
Exceeds per share (in Dollars per share) | $ / shares | $ 10.1 | |||||||||||||
Aggregate payment | $ 181,681,691 | |||||||||||||
Deposit in the trust account | $ 1,646,951 | |||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Number of warrants to purchase shares issued (in Shares) | shares | 8,000,000 | 8,000,000 | 8,000,000 | |||||||||||
Transaction costs (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||
Aggregate purchase price | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | |||||||||||
Transaction costs (in Dollars per share) | $ / shares | $ 1 | |||||||||||||
Public Warrants [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Number of units sold (in Shares) | shares | 20,000,000 | 20,000,000 | ||||||||||||
Exceeds per share (in Dollars per share) | $ / shares | $ 10.1 | |||||||||||||
IPO [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Number of units sold (in Shares) | shares | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10.1 | |||||||||||
Gross proceeds | $ 200,000,000 | |||||||||||||
Deferred underwriting fee payable | 9,000,000 | $ 9,000,000 | ||||||||||||
Investment of cash into Trust Account | $ 202,000,000 | |||||||||||||
IPO [Member] | Private Placement Warrants [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10.1 | |||||||||||||
Investment of cash into Trust Account | $ 202,000,000 | |||||||||||||
Exceeds per share (in Dollars per share) | $ / shares | $ 10.1 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Number of warrants to purchase shares issued (in Shares) | shares | 8,000,000 | |||||||||||||
Transaction costs (in Dollars per share) | $ / shares | $ 1 | |||||||||||||
Aggregate purchase price | $ 8,000,000 | |||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Number of warrants to purchase shares issued (in Shares) | shares | 8,000,000 | 8,000,000 | ||||||||||||
Transaction costs (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||
Aggregate purchase price | $ 8,000,000 | $ 8,000,000 | ||||||||||||
Class A Common Stock Subject to Redemption [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10.1 | |||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Stockholders of shares (in Shares) | shares | 585,456 | 16,988,575 | ||||||||||||
Approximate price per share (in Dollars per share) | $ / shares | $ 10.92 | $ 10.32 | $ 11.12 | 10.3 | ||||||||||
Aggregate payment | $ 6,395,800 | $ 175,285,891 | ||||||||||||
Class A Ordinary Shares [Member] | IPO [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10 | |||||||||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Number of warrants to purchase shares issued (in Shares) | shares | 18,000,000 | 18,000,000 | ||||||||||||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Stockholders of shares (in Shares) | shares | 16,988,575 | |||||||||||||
Approximate price per share (in Dollars per share) | $ / shares | $ 10.318 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Agreed unsecured debt from related party | $ 1,000,000 | |||||||||||||
Monthly payment | $ 150,000 | |||||||||||||
Sponsor [Member] | Subsequent Event [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Monthly payment | $ 60,649 | $ 60,649 | ||||||||||||
Continental Stock Transfer & Trust Company [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||
Gross proceeds | $ 2,000,000 | |||||||||||||
Complete business combination period | 21 months | |||||||||||||
Deposit into the trust account | $ 1,000,000 | |||||||||||||
DigiAsia Bios Pte. Ltd [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Share capital | 1% | |||||||||||||
DigiAsia Bios Pte. Ltd [Member] | Sponsor [Member] | ||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||
Sponsor’s Lock-Up Shares (in Shares) | shares | 250,000 | |||||||||||||
Exceeds per share (in Dollars per share) | $ / shares | $ 12 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies [Line Items] | |||
Cash equivalents | |||
FDIC insurance coverage limit | 250,000 | 250,000 | |
Unrecognized tax benefits | |||
Private Placement [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of warrants to purchase shares issued (in Shares) | 8,000,000 | ||
Class A Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Class A common stock subject to possible redemption, outstanding (in Shares) | 2,425,969 | 20,000,000 | 20,000,000 |
Ordinary Shares for outstanding warrants to purchase stock (in Shares) | 18,000,000 | 18,000,000 | |
Class A Ordinary Shares [Member] | Private Placement [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of warrants to purchase shares issued (in Shares) | 18,000,000 | 18,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Reflected in the Balance Sheet - Class A Ordinary Shares Subject To Possible Redemption [Member] - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 200,000,000 | $ 200,000,000 | ||
Less: | ||||
Initial fair value of the over-allotment liability | (190,208) | (190,208) | ||
Fair value of Public Warrants at issuance | (10,800,000) | (10,800,000) | ||
Class A shares issuance costs | (12,820,810) | (12,820,810) | ||
Plus: | ||||
Remeasurement of carrying value to redemption value | 25,817,320 | 25,817,320 | $ 1,646,951 | $ 2,920,785 |
Extension payment paid by Sponsor through a note | 1,081,948 | 1,000,000 | ||
Class A ordinary shares subject to possible redemption | $ 202,006,302 | $ 202,006,302 | $ 26,974,295 | $ 205,927,087 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 227,370 | $ 1,173,995 | $ 1,075,543 | $ 7,146,533 | $ 5,731,334 | $ 8,589,153 |
Denominator: | ||||||
Weighted average shares outstanding | 2,528,906 | 20,000,000 | 4,095,170 | 20,000,000 | 9,879,518 | 20,000,000 |
Basic net income per share | $ 0.09 | $ 0.06 | $ 0.26 | $ 0.36 | $ 0.58 | $ 0.43 |
Class B Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ (275,902) | $ 65,555 | $ (697,661) | $ 1,485,410 | $ 2,897,424 | $ 1,417,092 |
Denominator: | ||||||
Weighted average shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Basic net income per share | $ (0.06) | $ 0.01 | $ (0.14) | $ 0.3 | $ 0.58 | $ 0.28 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) [Line Items] | ||||||
Diluted net income per share | $ 0.09 | $ 0.06 | $ 0.26 | $ 0.36 | $ 0.58 | $ 0.43 |
Class B Ordinary Shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) [Line Items] | ||||||
Diluted net income per share | $ (0.06) | $ 0.01 | $ (0.14) | $ 0.30 | $ 0.58 | $ 0.28 |
Initial Public Offering (Detail
Initial Public Offering (Details) - IPO [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Jul. 20, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | |||
Number of units sold | 20,000,000 | 20,000,000 | 20,000,000 |
Purchase price, per unit (in Dollars per share) | $ 10 | $ 10 | $ 10.1 |
Class A Ordinary Shares [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Purchase price, per unit (in Dollars per share) | $ 10 | ||
Number of shares in a unit | 1 | 1 | |
Number of shares per warrant | 1 | 1 | |
Public Warrants [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of warrants in a unit | 1 | 1 | |
Public Warrants [Member] | Class A Ordinary Shares [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Exercise price of warrant (in Dollars per share) | $ 11.5 | $ 11.5 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - Private Placement Warrants [Member] - Private Placement [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement Warrants (Details) [Line Items] | ||
Number of warrants to purchase shares issued | 8,000,000 | 8,000,000 |
Price per warrant | $ 1 | $ 1 |
Aggregate purchase price | $ 8,000,000 | $ 8,000,000 |
Number of shares per warrant | 1 | 1 |
Exercise price of warrant | $ 11.5 | $ 11.5 |
Fair value of warrants | $ 9,000,000 | $ 9,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Jun. 01, 2023 USD ($) $ / shares shares | Oct. 12, 2022 USD ($) | Jan. 04, 2022 | Jul. 20, 2021 USD ($) | Feb. 09, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Apr. 02, 2023 USD ($) shares | Sep. 02, 2021 shares | |
Related Party Transactions (Details) [Line Items] | |||||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||||
Due to affiliate | $ 437,693 | $ 227,693 | $ 227,693 | $ 347,693 | |||||||||
Warrant per share (in Dollars per share) | $ / shares | $ 1 | ||||||||||||
Working Capital Loans Warrant [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Working capital | $ 1,500,000 | $ 1,500,000 | |||||||||||
Class B Ordinary Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Number of shares forfeited non-exercise of overallotment option shares (in Shares) | shares | 750,000 | 750,000 | 750,000 | 750,000 | |||||||||
Class A Ordinary Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Secured Debt [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Unsecured debt | $ 1,000,000 | ||||||||||||
Sponsor [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Due to affiliate | $ 437,693 | $ 227,693 | $ 227,693 | $ 347,693 | |||||||||
Founder Share Member [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Consideration received, shares (in Shares) | shares | 5,750,000 | ||||||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||||
Shares subject to forfeiture shares (in Shares) | shares | 750,000 | ||||||||||||
Number of days to exercise over-allotment option | 45 days | 45 days | |||||||||||
Number of shares forfeited non-exercise of overallotment option shares (in Shares) | shares | 750,000 | ||||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||||||||
Founder Share Member [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination per share (in Dollars per share) | $ / shares | $ 12 | $ 12 | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination days | 20 | 20 | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination days | 30 | 30 | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination days | 150 days | 150 days | |||||||||||
Related Party Loans [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Outstanding borrowings working capital loans | $ 0 | $ 0 | |||||||||||
Related Party Loans [Member] | Working Capital Loans Warrant [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | ||||||||||||
Outstanding borrowings working capital loans | |||||||||||||
Administrative Service Fee [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Expenses per month | $ 10,000 | ||||||||||||
Expenses incurred and paid | 90,000 | 120,000 | |||||||||||
Administrative Service Fee [Member] | Due To Affiliates Current [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Administrative support services | 260,000 | $ 50,000 | 170,000 | ||||||||||
Agreement With Sett Lucas Limited [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Percentage of pre-money enterprise valuation of potential target acquired | 2% | ||||||||||||
Success fee payable in cash upon successful completion of the business combination | $ 1,000,000 | ||||||||||||
Success fee payable in shares upon successful completion of the business combination (in Shares) | shares | 300,000 | ||||||||||||
Director Founder Share Assignment Agreement [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Aggregate purchase price shares (in Shares) | shares | 250,000 | ||||||||||||
Fair value of shares granted value | $ 2,425,500 | ||||||||||||
Fair value of shares granted per share (in Dollars per share) | $ / shares | $ 9.7 | ||||||||||||
Stock-based compensation expense | $ 0 | ||||||||||||
Notes Payable, Other Payables [Member] | Sponsor [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Amount of loan proceeds received | $ 60,649 | $ 150,000 | |||||||||||
Amount outstanding | 2,631,948 | $ 1,000,000 | |||||||||||
Amount borrowed for operating costs under the Note | $ 550,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Jun. 13, 2023 | Apr. 28, 2022 | Jan. 03, 2022 | Jul. 20, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Jul. 27, 2023 | |
Commitments and Contingencies [Line Items] | ||||||||
Aggregate deferred underwriting fee payable | $ 9,000,000 | $ 9,000,000 | ||||||
Initial retainer fee | $ 25,000 | |||||||
Maximum amount of deferred fee agreed to be forfeited by the underwriter | 4,500,000 | |||||||
Maximum amount of deferred fee paid in cash | $ 4,500,000 | |||||||
Percentage of dollar amount in Trust Account | 25% | |||||||
Maximum amount payable to Cantor as a non-refundable cash fee | $ 4,500,000 | |||||||
IPO [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Number of days to exercise over-allotment option | 45 days | |||||||
Underwriting cash discount per unit (in Dollars per share) | $ 0.2 | $ 0.2 | ||||||
Aggregate underwriter cash discount | $ 4,000,000 | $ 4,000,000 | ||||||
Deferred fee per unit (in Dollars per share) | $ 0.45 | $ 0.45 | ||||||
Aggregate deferred underwriting fee payable | $ 9,000,000 | $ 9,000,000 | ||||||
Over-Allotment Option [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Additional units available for underwriters (in Shares) | 3,000,000 | |||||||
Agreement with ARC group [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Initial retainer fee | 25,000 | |||||||
Closing retainer fee at announcement of business combination in amount | 175,000 | |||||||
Success fee | 1,000,000 | |||||||
Advisory fees amount | ||||||||
Agreement with JVB [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Advisory fees amount | ||||||||
Transaction fee in amount equal to in connection with successful business combination transaction | $ 1,500,000 | |||||||
Percentage of gross proceeds raised from investors | 4% | |||||||
Agreement for out-of-pocket expenses up to maximum amount | $ 100,000 | |||||||
Agreement with Laurel Hill Advisory Group, LLC [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Fixed fees reimbues at document cost and expenses | $ 15,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 9 Months Ended | 12 Months Ended | |||
Jul. 19, 2023 USD ($) $ / shares shares | Jan. 20, 2023 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Shareholders’ Deficit [Line Items] | |||||
Conversion ratio of ordinary shares | 1 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Class A Ordinary Shares [Member] | |||||
Shareholders’ Deficit [Line Items] | |||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | |||||
Class A common stock subject to possible redemption, outstanding | 2,425,969 | 20,000,000 | 20,000,000 | ||
Ordinary shares, shares outstanding | |||||
Aggregate redeemable shares | 585,456 | 16,988,575 | |||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.92 | $ 10.32 | $ 11.12 | $ 10.3 | |
Redemption shares value (in Dollars) | $ | $ 6,395,800 | $ 175,285,892 | |||
Redemption shares value in trust account (in Dollars) | $ | $ 26,502,440 | $ 31,461,507 | |||
Class A Common Stock Subject to Redemption [Member] | |||||
Shareholders’ Deficit [Line Items] | |||||
Class A common stock subject to possible redemption, outstanding | 2,425,969 | 20,000,000 | 20,000,000 | ||
Class B Ordinary Shares [Member] | |||||
Shareholders’ Deficit [Line Items] | |||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 5,000,000 | 5,000,000 | 5,000,000 | ||
Common shares, votes per share | 1 | 1 | |||
Ordinary shares, shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | ||
Number of shares forfeited (non-exercise of overallotment option) | 750,000 | 750,000 | 750,000 | ||
Ratio to be applied to the stock in the conversion | 20 | 20 | |||
Conversion ratio of ordinary shares | 1 |
Warrants (Details)
Warrants (Details) | 9 Months Ended | 12 Months Ended | ||
Jul. 20, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 shares | |
Warrants [Line Items] | ||||
Public and private warrants to purchase | 18,000,000 | 18,000,000 | ||
Share price (in Dollars per share) | $ / shares | $ 9.2 | $ 9.2 | ||
Percentage of gross proceeds on total equity proceeds | 60% | 60% | ||
Number of trading days on which fair market value | 20 | 20 | ||
Adjustment one of redemption price of stock based on market value | 115% | 115% | ||
Public Warrants [Member] | ||||
Warrants [Line Items] | ||||
Public and private warrants to purchase | 10,000,000 | 10,000,000 | ||
Warrants exercisable term from the completion of business combination | 30 days | 30 days | ||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
Public warrants expiration term | 5 years | 5 years | ||
Redemption price per public warrant (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ / shares | $ 18 | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | 20 years | ||
Number of trading days | 30 | 30 | ||
Warrants outstanding | 10,000,000 | 10,000,000 | 10,000,000 | |
Private Warrants [Member] | ||||
Warrants [Line Items] | ||||
Public and private warrants to purchase | 8,000,000 | 8,000,000 | ||
Warrants outstanding | 8,000,000 | 8,000,000 | 8,000,000 | |
Private Placement Warrants [Member] | ||||
Warrants [Line Items] | ||||
Number of warrants to purchase shares issued | 8,000,000 | 8,000,000 | 8,000,000 | |
Price of warrants (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||
Aggregate purchase price (in Dollars) | $ | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | |
Fair value of warrants (in Dollars) | $ | $ 9,000,000 | $ 9,000,000 | ||
Warrant [Member] | ||||
Warrants [Line Items] | ||||
Share price (in Dollars per share) | $ / shares | $ 9.2 | $ 9.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Fair Value Measurements [Line Items] | |||
Assets held in the trust account | $ 205,927,087 | $ 26,974,295 | $ 202,006,302 |
Public warrants price (in Dollars per share) | $ 0.03 | $ 0.03 | $ 0.48 |
Public Warrants | |||
US Treasury Securities [Member] | |||
Fair Value Measurements [Line Items] | |||
Assets held in the trust account | $ 205,927,087 | $ 26,974,295 | $ 202,006,302 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value Measurements - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |||
Assets: | |||
U.S. Treasury Securities | $ 26,974,295 | $ 205,927,087 | $ 202,006,302 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | 300,000 | 300,000 | 4,800,000 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | |||
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |||
Assets: | |||
U.S. Treasury Securities | |||
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | |||
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | $ 240,000 | $ 240,000 | $ 4,192,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value Measurements Inputs - Level 3 [Member] - Previously Reported [Member] | Dec. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 10.27 | 9.85 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 11.5 | 11.5 |
Redemption Trigger Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 18 | 18 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 5.05 | 5.55 |
Probability of Acquisition | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 4 | 85 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 10.2 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 3.91 | 1.3 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Change in the Fair Value of the Warrant Liabilities - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Fair value as of December 31, 2021 | $ 540,000 | $ 8,992,000 | $ 8,992,000 | ||||
Change in fair value | (8,452,000) | ||||||
Fair value as of December 31, 2022 | 540,000 | ||||||
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Fair value as of December 31, 2021 | $ 300,000 | $ 900,000 | 300,000 | $ 700,000 | 4,800,000 | 4,800,000 | |
Change in fair value | (600,000) | 600,000 | (300,000) | $ (2,200,000) | (1,900,000) | (4,500,000) | |
Fair value as of December 31, 2022 | 300,000 | 300,000 | 900,000 | 400,000 | 700,000 | 2,900,000 | 300,000 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Fair value as of December 31, 2021 | 240,000 | 720,000 | 240,000 | 720,000 | 4,192,000 | 4,192,000 | |
Change in fair value | (480,000) | 480,000 | (320,000) | (1,920,000) | (1,552,000) | (3,952,000) | |
Fair value as of December 31, 2022 | $ 240,000 | $ 240,000 | $ 720,000 | $ 400,000 | $ 720,000 | $ 2,640,000 | $ 240,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended | 12 Months Ended | ||||||||||
Nov. 17, 2023 USD ($) | Oct. 20, 2023 USD ($) | Oct. 12, 2023 USD ($) | Jul. 19, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) $ / shares | Jan. 20, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 $ / shares shares | Sep. 30, 2023 $ / shares | Mar. 13, 2023 USD ($) | Mar. 07, 2023 | Feb. 16, 2023 USD ($) | |
Subsequent Event [Line Items] | ||||||||||||
Price per unit (in Dollars per share) | $ / shares | $ 10.1 | |||||||||||
Redemption amount not exceed of trust account | $ 150,000 | $ 150,000 | ||||||||||
Class A Ordinary Share [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Aggregate redeemable shares (in Shares) | shares | 585,456 | 16,988,575 | ||||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.92 | $ 10.32 | $ 10.3 | 11.12 | ||||||||
Redemption shares value | $ 6,395,800 | $ 175,285,892 | ||||||||||
Redemption shares value in trust account | $ 26,502,440 | 31,461,507 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Redemption shares value in trust account | $ 31,461,507 | |||||||||||
Number of public holders for continuing listing shares | 300 | |||||||||||
Subsequent Event [Member] | Class A Ordinary Share [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Aggregate redeemable shares (in Shares) | shares | 16,988,575 | |||||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.318 | |||||||||||
Redemption shares value | $ 175,285,892 | |||||||||||
Sponsor [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Amount of monthly payment made to the Company | $ 150,000 | |||||||||||
Sponsor [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Amount of monthly payment made to the Company | $ 60,649 | $ 60,649 | ||||||||||
Sponsor [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Redemption amount not exceed of trust account | $ 150,000 | |||||||||||
Amount of monthly payment made to the Company | $ 60,649 | |||||||||||
Sponsor [Member] | Subsequent Event [Member] | Class A Ordinary Share [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Redemption amount not exceed of trust account | $ 150,000 | |||||||||||
Ordinary share price equal to trust account amount (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||
DigiAsia Bios Pte. Ltd [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share capital holding percentage | 1% | |||||||||||
Number of lock-up shares (in Shares) | shares | 250,000 | |||||||||||
DigiAsia Bios Pte. Ltd [Member] | Subsequent Event [Member] | PubCo Ordinary Share [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Price per unit (in Dollars per share) | $ / shares | $ 12 | |||||||||||
DigiAsia Bios Pte. Ltd [Member] | Sponsor [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Price per unit (in Dollars per share) | $ / shares | $ 12 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Reflected in the Balance Sheet - Class A Ordinary Shares Subject To Possible Redemption [Member] - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 200,000,000 | $ 200,000,000 | ||
Less: | ||||
Initial fair value of the over-allotment liability | (190,208) | (190,208) | ||
Fair value of Public Warrants at issuance | (10,800,000) | (10,800,000) | ||
Class A shares issuance costs | (12,820,810) | (12,820,810) | ||
Plus: | ||||
Remeasurement of carrying value to redemption value | 25,817,320 | 25,817,320 | $ 1,646,951 | $ 2,920,785 |
Extension payment paid by Sponsor through a note | 1,081,948 | 1,000,000 | ||
Class A ordinary shares subject to possible redemption | $ 202,006,302 | $ 202,006,302 | 26,974,295 | $ 205,927,087 |
Less: | ||||
Redemption of Class A ordinary shares | $ (181,681,691) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 227,370 | $ 1,173,995 | $ 1,075,543 | $ 7,146,533 | $ 5,731,334 | $ 8,589,153 |
Denominator: | ||||||
Weighted average shares outstanding | 2,528,906 | 20,000,000 | 4,095,170 | 20,000,000 | 9,879,518 | 20,000,000 |
Basic net income (loss) per share | $ 0.09 | $ 0.06 | $ 0.26 | $ 0.36 | $ 0.58 | $ 0.43 |
Class B Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ (275,902) | $ 65,555 | $ (697,661) | $ 1,485,410 | $ 2,897,424 | $ 1,417,092 |
Denominator: | ||||||
Weighted average shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Basic net income (loss) per share | $ (0.06) | $ 0.01 | $ (0.14) | $ 0.3 | $ 0.58 | $ 0.28 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) [Line Items] | ||||||
Diluted net income (loss) per share | $ 0.09 | $ 0.06 | $ 0.26 | $ 0.36 | $ 0.58 | $ 0.43 |
Class B Ordinary Shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) [Line Items] | ||||||
Diluted net income (loss) per share | $ (0.06) | $ 0.01 | $ (0.14) | $ 0.30 | $ 0.58 | $ 0.28 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Fair Value Measurements - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | US Treasury Securities [Member] | |||
Assets: | |||
U.S. Treasury Securities | $ 26,974,295 | $ 205,927,087 | $ 202,006,302 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liability – Public Warrants | 300,000 | 300,000 | 4,800,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant Liability – Public Warrants | |||
Significant Other Unobservable Inputs (Level 3) [Member] | US Treasury Securities [Member] | |||
Assets: | |||
U.S. Treasury Securities | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liability – Public Warrants | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant Liability – Public Warrants | $ 240,000 | $ 240,000 | $ 4,192,000 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Value Measurements Inputs - Fair Value, Inputs, Level 3 [Member] | Sep. 30, 2023 | Dec. 31, 2022 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 11.05 | 10.3 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 11.5 | 11.5 |
Redemption Trigger Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 18 | 18 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 5.31 | 5.05 |
Probability of Acquisition | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 1.5 | 4 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 4.5 | 3.91 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 0 | 0 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Change in the Fair Value of the Warrant Liabilities - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 30, 2022 | Dec. 31, 2022 | |
Warrant [Member] | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Fair value as of December 31, 2022 | $ 540,000 | $ 8,992,000 | $ 8,992,000 | ||||
Change in fair value | $ (1,080,000) | 1,080,000 | $ (620,000) | $ (4,120,000) | (3,452,000) | ||
Fair value as of December 31, 2022 | 540,000 | 540,000 | 1,620,000 | 800,000 | 1,420,000 | 5,540,000 | |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Fair value as of December 31, 2022 | 300,000 | 4,800,000 | 4,800,000 | ||||
Change in fair value | (600,000) | 600,000 | (300,000) | (2,200,000) | (1,900,000) | (4,500,000) | |
Fair value as of December 31, 2022 | 300,000 | 300,000 | 900,000 | 400,000 | 700,000 | 2,900,000 | 300,000 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Fair value as of December 31, 2022 | 240,000 | 4,192,000 | 4,192,000 | ||||
Change in fair value | (480,000) | 480,000 | (320,000) | (1,920,000) | (1,552,000) | (3,952,000) | |
Fair value as of December 31, 2022 | $ 240,000 | $ 240,000 | $ 720,000 | $ 400,000 | $ 720,000 | $ 2,640,000 | $ 240,000 |