Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | ZALATORIS ACQUISITION CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001846750 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41143 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1837862 | |
Entity Address, Address Line One | 99 Wall Street | |
Entity Address, Address Line Two | Suite 5801 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | (917) | |
Local Phone Number | 675-3106 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant | ||
Document Information Line Items | ||
Trading Symbol | TCOA.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant | |
Security Exchange Name | NYSE | |
Class A common stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | TCOA | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Redeemable public warrants, each redeemable public whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share | ||
Document Information Line Items | ||
Trading Symbol | TCOA.WS | |
Title of 12(b) Security | Redeemable public warrants, each redeemable public whole warrant exercisable for one share of Class A common stock at an exercise price | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,358,118 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 7,375 | $ 480,170 |
Prepaid expenses | 21,484 | 193,259 |
Total Current Assets | 28,859 | 673,429 |
Cash and marketable securities held in Trust Account | 68,344,713 | 176,147,094 |
Total Assets | 68,373,572 | 176,820,523 |
Current Liabilities: | ||
Accounts payable | 227,941 | |
Accrued expenses | 247,565 | 123,225 |
Income tax payable | 1,056,095 | 377,989 |
Franchise tax payable | 70,000 | 16,487 |
Excise tax payable | 1,130,464 | |
Total Current Liabilities | 3,548,465 | 517,701 |
Deferred underwriters’ discount | 6,262,500 | 6,262,500 |
Total Liabilities | 9,810,965 | 6,780,201 |
Commitments and Contingencies (Note 5) | ||
Class A common stock, $0.0001 par value; 6,358,118 and 17,250,000 shares, respectively, at a redemption value of $10.55 and $10.18 per share as of September 30, 2023 and December 31, 2022, respectively | 67,090,078 | 175,640,563 |
Stockholders’ Deficiency: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022 | ||
Additional paid-in capital | ||
Accumulated deficit | (8,527,902) | (5,600,672) |
Total Stockholders’ Deficiency | (8,527,471) | (5,600,241) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficiency | 68,373,572 | 176,820,523 |
Class A Common Stock | ||
Stockholders’ Deficiency: | ||
Common stock value | ||
Class B Common Stock | ||
Stockholders’ Deficiency: | ||
Common stock value | 431 | 431 |
Related Party | ||
Current Liabilities: | ||
Due to related party | $ 816,400 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock, redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares redemption | 6,358,118 | 17,250,000 |
Common stock, shares redemption price per share (in Dollars per share) | $ 10.55 | $ 10.18 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses: | ||||
Formation and operating costs | $ 104,260 | $ 220,178 | $ 592,601 | $ 545,010 |
Professional fees | 447,241 | 138,045 | 861,229 | 356,071 |
Franchise tax expense | 50,000 | 50,000 | 150,000 | 150,000 |
Total Operating Expenses | 601,501 | 408,223 | 1,603,830 | 1,051,080 |
Loss From Operations | (601,501) | (408,223) | (1,603,830) | (1,051,080) |
Other Income: | ||||
Interest income | 1,586,599 | 685,599 | 5,109,166 | 787,239 |
Total Other Income | 1,586,599 | 685,599 | 5,109,166 | 787,239 |
Income (loss) before provision for income taxes | 985,098 | 277,376 | 3,505,336 | (263,841) |
Income tax (provision) benefit | (364,433) | 41,929 | (1,056,138) | 41,929 |
Net Income (Loss) | $ 620,665 | $ 319,305 | $ 2,449,198 | $ (221,912) |
Class A Common Stock | ||||
Other Income: | ||||
Basic weighted average shares outstanding (in Shares) | 6,358,118 | 17,250,000 | 13,579,476 | 17,250,000 |
Basic net income (loss) per common stock (in Dollars per share) | $ 0.06 | $ 0.01 | $ 0.14 | $ (0.01) |
Class B Common Stock | ||||
Other Income: | ||||
Basic weighted average shares outstanding (in Shares) | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 |
Basic net income (loss) per common stock (in Dollars per share) | $ 0.06 | $ 0.01 | $ 0.14 | $ (0.01) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Common Stock | ||||
Diluted weighted average shares outstanding | 6,358,118 | 17,250,000 | 13,579,476 | 17,250,000 |
Diluted net income (loss) per common stock | $ 0.06 | $ 0.01 | $ 0.14 | $ (0.01) |
Class B Common Stock | ||||
Diluted weighted average shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 |
Diluted net income (loss) per common stock | $ 0.06 | $ 0.01 | $ 0.14 | $ (0.01) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity Deficiency (Unaudited) - USD ($) | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 431 | $ (4,478,985) | $ (4,478,554) | |
Balance (in Shares) at Dec. 31, 2021 | 4,312,500 | |||
Remeasurement of Class A common stock to redemption value | (90,122) | (90,122) | ||
Net income (loss) | (341,419) | (341,419) | ||
Balance at Mar. 31, 2022 | $ 431 | (4,910,526) | (4,910,095) | |
Balance (in Shares) at Mar. 31, 2022 | 4,312,500 | |||
Balance at Dec. 31, 2021 | $ 431 | (4,478,985) | (4,478,554) | |
Balance (in Shares) at Dec. 31, 2021 | 4,312,500 | |||
Net income (loss) | (221,912) | |||
Balance at Sep. 30, 2022 | $ 431 | (5,216,312) | (5,215,881) | |
Balance (in Shares) at Sep. 30, 2022 | 4,312,500 | |||
Balance at Mar. 31, 2022 | $ 431 | (4,910,526) | (4,910,095) | |
Balance (in Shares) at Mar. 31, 2022 | 4,312,500 | |||
Net income (loss) | (199,798) | (199,798) | ||
Balance at Jun. 30, 2022 | $ 431 | (5,110,324) | (5,109,893) | |
Balance (in Shares) at Jun. 30, 2022 | 4,312,500 | |||
Accretion of common stock subject to possible redemption | (425,293) | (425,293) | ||
Net income (loss) | 319,305 | 319,305 | ||
Balance at Sep. 30, 2022 | $ 431 | (5,216,312) | (5,215,881) | |
Balance (in Shares) at Sep. 30, 2022 | 4,312,500 | |||
Balance at Dec. 31, 2022 | $ 431 | (5,600,672) | (5,600,241) | |
Balance (in Shares) at Dec. 31, 2022 | 4,312,500 | |||
Accretion of common stock subject to possible redemption | (1,269,899) | (1,269,899) | ||
Net income (loss) | 943,629 | 943,629 | ||
Balance at Mar. 31, 2023 | $ 431 | (5,926,942) | (5,926,511) | |
Balance (in Shares) at Mar. 31, 2023 | 4,312,500 | |||
Balance at Dec. 31, 2022 | $ 431 | (5,600,672) | (5,600,241) | |
Balance (in Shares) at Dec. 31, 2022 | 4,312,500 | |||
Net income (loss) | 2,449,198 | |||
Balance at Sep. 30, 2023 | $ 431 | (8,527,902) | (8,527,471) | |
Balance (in Shares) at Sep. 30, 2023 | 4,312,500 | |||
Balance at Mar. 31, 2023 | $ 431 | (5,926,942) | (5,926,511) | |
Balance (in Shares) at Mar. 31, 2023 | 4,312,500 | |||
Contribution of capital from sponsor | 250,000 | 250,000 | ||
Excise tax liability arising from redemption of Class A shares | (1,124,633) | (1,124,633) | ||
Accretion of common stock subject to possible redemption | (250,000) | (1,354,158) | (1,604,158) | |
Net income (loss) | 884,904 | 884,904 | ||
Balance at Jun. 30, 2023 | $ 431 | (7,520,829) | (7,520,398) | |
Balance (in Shares) at Jun. 30, 2023 | 4,312,500 | |||
Excise tax liability arising from redemption of Class A shares | (5,831) | (5,831) | ||
Accretion of common stock subject to possible redemption | (1,621,907) | (1,621,907) | ||
Net income (loss) | 620,665 | 620,665 | ||
Balance at Sep. 30, 2023 | $ 431 | $ (8,527,902) | $ (8,527,471) | |
Balance (in Shares) at Sep. 30, 2023 | 4,312,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 2,449,198 | $ (221,912) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on cash held in Trust Account | (5,102,099) | (784,955) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 171,775 | (325,723) |
Deferred tax asset | (41,929) | |
Accounts payable | 227,941 | (91,225) |
Accrued expenses | 124,339 | 155,387 |
Income tax payable | 678,106 | |
Franchise taxes payable | 53,513 | (183,064) |
Net Cash Used In Operating Activities | (1,397,227) | (1,493,421) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account for redemptions | 113,046,448 | |
Proceeds from Trust Account for franchise tax reimbursement | 80,000 | |
Proceeds from Trust Account for income tax reimbursement | 378,032 | |
Investment of cash in Trust Account for extension payments | (600,000) | |
Net Cash Provided By Investing Activities | 112,904,480 | |
Cash Flows from Financing Activities: | ||
Contribution of capital from sponsor | 250,000 | |
Payment of redemptions | (113,046,448) | |
Proceeds from working capital loan from sponsor | 816,400 | |
Proceeds from related party | 14,775 | |
Payment of offering costs | (335,000) | |
Payments to related party | (22,557) | |
Proceeds from Trust Account for franchise tax reimbursement | 257,317 | |
Net Cash Used In Financing Activities | (111,980,048) | (85,465) |
Net Decrease in Cash and Cash Equivalents | (472,795) | (1,578,886) |
Cash and Cash Equivalents - Beginning of the Period | 480,170 | 2,300,375 |
Cash and Cash Equivalents - End of the Period | 7,375 | 721,489 |
Supplemental Disclosures of Cash Flow Information: | ||
Excise tax liability arising from redemption of Class A shares | 1,130,464 | |
Remeasurement of Class A common stock to redemption value | 90,122 | |
Accretion of Class A common stock subject to possible redemption | $ 4,495,964 | $ 425,293 |
Organization, Plan of Business
Organization, Plan of Business Operations, Going Concern and Management's Plans, Risks and Uncertainties and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Plan of Business Operations, Going Concern and Management [Abstract] | |
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation | Note 1 — Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation Organization and Plan of Business Operations Zalatoris Acquisition Corp. (f/k/a Trajectory Alpha Acquisition Corp.) (the “Company”) is a blank check company incorporated in the State of Delaware on February 1, 2021. The Company was formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities (the “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. All activity for the period from February 1, 2021 (inception) through September 30, 2023 relates to the Company’s formation, the IPO (as defined below) and, since the closing of the IPO, 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is J. Streicher Holdings, LLC, a Delaware limited liability company (the “Sponsor”). See below for details of the change in sponsor on June 2, 2023. On December 14, 2021, the Company completed the initial public offering (the “IPO”) of 17,250,000 units at $10.00 per unit (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriter’s over-allotment option being exercised in full. Each Unit consists of one share of Class A common stock (the “Class A Common Stock”) and one-half of one redeemable public warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. Simultaneously with the consummation of the IPO and the full exercise of the over-allotment option by the underwriter, the Company consummated the private placement of 5,725,000 private placement warrants (the “Private Placement Warrants”) to Trajectory Alpha Sponsor LLC, the Company’s former sponsor (the “Former Sponsor”), at a price of $1.00 per Private Placement Warrants in a private placement transaction. Change in Sponsor On June 2, 2023, the Company entered into a Purchase and Contribution Agreement (the “Purchase Agreement”) with the Sponsor and the Former Sponsor, pursuant to which the Sponsor contributed $250,000 to the Company (the “Contribution”) and paid $1.00 to the Former Sponsor (the “Consideration” and together with the Contribution, the “Purchase Price”). In return, the Former Sponsor sold and assigned to the Sponsor 2,170,464 shares of Class B common stock (“Class B Common Stock”) of the Company and 4,525,000 Private Placement Warrants. In connection with the Purchase Agreement, effective June 2, 2023, Peter Bordes, Paul Sethi, Jonathan Bond, Ninan Chacko, and Elisabeth H. DeMarse tendered their resignations as directors of the Company, and Peter Bordes and Michael E.S. Frankel resigned as officers of the Company. Effective June 2, 2023, Jonathan Bond, Ninan Chacko, and Elisabeth H. DeMarse also resigned as directors of the audit committee, compensation committee, and nominating and corporate governance committee of the Company. On June 2, 2023, in connection with the Purchase Agreement, Pantelis Dimitriou, Niall Ennis, Paul Davis, Adeel Rouf, and Sarah Watson were appointed as members of the board of directors of the Company. Paul Davis was appointed as Chief Executive Officer of the Company, and Pantelis Dimitriou was appointed as the Company’s Chief Financial Officer. In addition, on June 2, 2023, the Company entered into a Purchase Agreement (the “Metric Assignment”) with the Sponsor, the Former Sponsor, and Metric Finance Holdings II, LLC (“Metric”), pursuant to which the Sponsor acquired 422,434 shares of Class B Common Stock from Metric. Accordingly, the Sponsor now holds 2,592,898 shares out of the 4,312,500 issued and outstanding shares of Class B Common Stock and 4,525,000 Private Placement Warrants out of the 5,725,000 issued and outstanding Private Placement Warrants. Change of Board Member As of July 26, 2023, Sarah Watson, who was appointed to the Company’s board of directors June 2, 2023, stepped down from her position as a director of the Company. Ms. Watson’s resignation was not the result of any disagreement with management or the Company on any matter relating to the Company’s operations, policies or practices. On September 7, 2023, Ms. Watson’s vacant seat on the Board was filled by Mr. Stephanos Papadopoulos. Extension Amendment to Amended and Restated Certificate of Incorporation On June 12, 2023, at a special meeting of the Company’s stockholders (the “Special Meeting”), the stockholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation, which amended the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete such Business Combination, and (iii) redeem or repurchase 100% of the Company’s Class A Common Stock included as part of the units sold in the Company’s initial public offering. The Charter Amendment allows the Company to extend the Termination Date by up to nine one-month extensions to March 14, 2024 (each one-month extension period, an “Extended Period”) provided that if any Extended Period ends on a day that is not a business day, such Extended Period will be automatically extended to the next succeeding business day. To obtain each one-month extension, the Company, the Sponsor, or any of their affiliates or designees must deposit into the Company’s trust account by the deadline applicable prior to the extension the lesser of (i) $150,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of public shares of the Company that were not redeemed in connection with the stockholder vote at the Special Meeting (the “Extension Fee”). To date, we have caused an aggregate of $750,000 to be deposited into the trust account for five of the nine monthly extensions such that the current termination date of the Company is November 14, 2023. On June 26, 2023, the board of directors of the Company filed a certificate of amendment to the amended and restated certificate of incorporation with the Secretary of State of Delaware, pursuant to which the Company’s name was changed from “Trajectory Alpha Acquisition Corp.” to “Zalatoris Acquisition Corp.” (the “Name Change”). This Name Change became effective as of the filing date. Trading under the new name began on June 27, 2023. The Trust Account The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government obligations. Funds will remain in the trust account until the earlier of (i) the consummation of its first Business Combination and (ii) the distribution of the trust account as described below. The remaining proceeds outside the trust account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. During the three and nine months ended September 30, 2023, the Sponsor deposited $450,000 and $600,000, respectively, related to Extension Fees into the Company’s trust account on behalf of the Company. Such amounts are required to be repaid by the Company to the Sponsor (a “related party”). As of September 30, 2023, the Company had recorded $600,000 of Extension Fees due to a related party on the condensed balance sheet. Redemption of Public Shares On June 12, 2023, the Company held a Special Meeting where the Company’s public stockholders voted and approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation, which triggered a right of the Company’s public stockholders to demand the redemption of their public shares out of funds held in the Company’s trust account. Prior to redemptions, the Company had 17,250,000 public shares outstanding. Holders of 10,891,882 of the Company’s public shares properly requested redemption, resulting in 6,358,118 public shares outstanding, and approximately $113 million was paid to the redeeming public stockholders (the “Redemptions”). The funds held in the Company’s trust account, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any of the redemptions or future redemptions prior to or in connection with an initial business combination or the liquidation of the Company. The excise tax, when or if it becomes due, will be paid by the Company. Business Combination Following the closing of the IPO and full exercise of the over-allotment option by the underwriter on December 14, 2021, approximately $174 million ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the trust account. After taking into account the Redemptions described above, there was $68,344,713 available in the trust account as of September 30, 2023. The Company’s management has broad discretion with respect to the specific application of the remaining net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. As used herein, “target business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company’s amended and restated certificate of incorporation allows the Company to extend the Termination Date by up to nine (9) one-month extensions to March 14, 2024. If the Company is unable to complete the initial Business Combination by the Termination Date (or any Extended Period), the Company will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On July 13, 2023, we entered into a Non-Binding Letter of Intent (“LOI”) with Anteco Systems, S.L., a private limited company incorporated under the laws of Spain (“AnyTech” and “Target”), pursuant to which we propose to acquire all the issued and outstanding share capital of AnyTech, based on certain material financial and business terms and conditions being met. On September 8, 2023, we entered into a definitive Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with Millymont Limited, a private limited company incorporated in Ireland (“Holdco”), AnyTech365 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), J. Streicher Technical Services, LLC, a Delaware limited liability company (“J. Streicher”), AnyTech, Miguel Ángel Casales Ruiz and Thomas Marco Balsloev, as the Target’s representatives (the “Target’s Representatives”), and Jaleel Lewis, as the Company’s representative (the “Company Representative”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of Holdco, and the Target will merge with and into Holdco, with Holdco continuing as the surviving entity, resulting in Holdco becoming the successor registrant to the Company (the “Transaction”). As of the date of filing of this Quarterly Report, the Business Combination Agreement had not closed. Going Concern and Management’s Plans As of September 30, 2023, the Company had $7,375 in its operating bank account and adjusted working capital deficit of $2,264,969 (which includes a pending reimbursement from the trust account for the Company’s franchise taxes and income taxes in the aggregate amount of $1,254,637). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial stockholders, officers, directors or their affiliates may, but are not obligated to, provide the Company with Working Capital Loans (as defined below) (see Note 3). As of September 30, 2023, there was an aggregate of $816,400 due to the Sponsor under such Working Capital Loans included within due to related party on the condensed balance sheet. The Company intends to request additional Working Capital Loans until a Business Combination is consummated. Management has determined that the possibility that the Company may be unsuccessful in consummating an initial Business Combination by March 14, 2024 (subject to paying for four additional one-month extensions as provided above) and thereby be required to cease all operations, redeem the public shares and thereafter liquidate and dissolve, raises substantial doubt about the ability to continue as a going concern for at least one year from the date the financial statements included in this Quarterly Report on Form 10-Q were issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company decides to extend the business combination period by up to six months, then the Company will need to raise additional capital in order to fund the working capital needs of the Company. The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of September 30, 2023 and for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related disclosures for the year ended December 31, 2022 which are included in the Annual Report filed on Form 10-K on March 10, 2023. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies There have been no material changes to the significant accounting policies included in the audited financial statements as of December 31, 2022 and for the year then ended, which were included the Annual Report filed on Form 10-K on March 10, 2023, except as disclosed in this note. Reclassifications Certain prior period income statement amounts have been reclassified to conform to the Company’s fiscal 2023 presentation. These reclassifications have no impact on the Company’s previously reported net loss. Class A Common Stock Subject to Possible Redemption The Company accounts for Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023, the 6,358,118 shares of Class A Common Stock are presented at redemption value of $67,090,078, or $10.55 per share, as temporary equity, outside of the stockholders’ deficit section of the balance sheet. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 “Derivatives and Hedging” (“ASC 815”) of the FASB ASC. The accounting treatment of derivative financial instruments requires that the Company record any bifurcated embedded features at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded in earnings each period as non-operating, non-cash income or expense. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Bifurcated embedded features are recorded at their initial fair values which create additional debt discount to the host instrument. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares for the period, excluding shares subject to forfeiture. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of stock. The Company applies the two-class method in calculating earnings (loss) per share. Remeasurement adjustments associated with the redeemable Class A Common Stock are excluded from earnings (loss) per share as the redemption value approximates fair value. The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 14,350,000 shares of Class A Common Stock in the aggregate. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net loss per common share for the periods presented. For the Three Months Ended For the Nine Months Ended September 30, 2023 September 30, 2023 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 369,825 $ 250,840 $ 1,858,868 $ 590,330 Denominator: Weighted-average shares outstanding including common stock subject to redemption 6,358,118 4,312,500 13,579,476 4,312,500 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.14 $ 0.14 For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ 255,444 $ 63,861 $ (177,530 ) $ (44,382 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net loss per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023, the Company accrued $18,047 related to estimated tax penalties, of which, $(7,248) and $18,047, was included within formation and operating costs on the statement of operations for the three and nine months ended September 30, 2023, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. At the end of each interim reporting period, the Company determines the income tax provision by using an estimate of the annual effective tax rate, adjusted for discrete items occurring in the quarter. The Company’s effective tax rate for the nine months ended September 30, 2023 was 30%, which differed from the federal statutory tax rate of 21% primarily due to the change in valuation allowance recognized against deferred tax assets in the U.S. Judgment is required in determining whether deferred tax assets will be realized in full or in part. Management assesses the available positive and negative evidence on a jurisdictional basis to estimate if deferred tax assets will be recognized and when it is more likely than not that all or some deferred tax assets will not be realized, and a valuation allowance must be established. As of September 30, 2023, the Company’s deferred tax asset had a full valuation allowance of $569,117. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 — Related Party Transactions Working Capital Loans In order to finance transaction costs in connection with an intended initial 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 (the “Working Capital Loans”). The Sponsor entered into a working capital promissory note (“Promissory Note”) with the Company, pursuant to which the Sponsor will make certain non- interest bearing loans and advances to the Company up to $2,000,000. The principal balance of the Promissory Note will be due and payable by the Company upon the earlier of: (i) the closing of the initial Business Combination, and (ii) the liquidation of the Company. If the Company completes an initial Business Combination, the Company will be obligated to repay such loaned amounts out of the proceeds of the trust account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account can be used to repay such loaned amounts. The Company may elect to convert up to $2,000,000 of unpaid principal under the Promissory Note into that number of warrants, equal to: (i) the portion of the unpaid principal begin converted, divided by (y) the conversion price of One Dollar ($1.00) per warrant, rounded up to the nearest whole number of warrants. The warrants are identical to the Private Placement Warrants, including as to exercise price, exercisability, and exercise period. During the three and nine months ended September 30, 2023, the Sponsor deposited $450,000 and $600,000, respectively, related to Extension Fees into the trust account on behalf of the Company in the form of Working Capital Loans. Further, during the three and nine months ended September 30, 2023, the Sponsor made payments to vendors on behalf of the Company in the amount of $216,400 in the form of Working Capital Loans. As of September 30, 2023, the Company had aggregate Working Capital Loans outstanding to the Sponsor in the amount of $816,400, which were included in “Due to related party” on the condensed balance sheet as of such date. See Note 6 – Subsequent Events – Working Capital Loans. Administrative Services Agreement We entered into an agreement, commencing on the effective date of the IPO, to pay the Sponsor $10,000 per month for office space and secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2023, we recognized $30,000 and $90,000, respectively, of such administrative support services expense. During the three and nine months ended September 30, 2022, we recognized $30,000 and $90,000, respectively, of such administrative support services expense. As of September 30, 2023, the Company had accrued $40,000 of administrative support services expense related to the agreement. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 4 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2023, the investments in the Company’s trust account consisted of $0 in cash and $68,344,714 in U.S. Treasury Securities. As of December 31, 2022, the investments in the Company’s trust account consisted of $247 in cash and $176,146,847 in U.S. Treasury Securities. All of the U.S. Treasury Securities have maturities of 185 days or less. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity (Level 1). The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities as of September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 Amortized Gross Gross Fair Value Cash held in trust $ — $ — $ — $ — U.S. Treasury Securities 68,344,713 — — 68,344,713 $ 68,344,713 $ — $ — $ 68,344,713 December 31, 2022 Amortized Gross Gross Fair Value Cash held in trust $ 247 $ — $ — $ 247 U.S. Treasury Securities 176,146,847 414,227 — 176,561,074 $ 176,147,094 $ 414,227 $ — $ 176,561,322 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Inflation Reduction Act of 2022 (the “IR Act”) On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination. Finally, based on recently issued interim guidance from the Internal Revenue Service and Treasury, subject to certain exceptions, the excise tax should not apply in the event of our liquidation. In connection with the Company’s Special Meeting on June 12, 2023, the Company’s stockholders redeemed 10,891,882 shares of Class A Common Stock and approximately $113 million was paid to the redeeming public stockholders on June 30, 2023. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023 and concluded that it is probable that a contingent liability should be recorded in connection with excise tax payable upon completion of an initial Business Combination. As of September 30, 2023, the Company recorded an excise tax liability of $1,130,464, calculated as 1% of the total amount paid to redeeming shareholders in connection with the Special Meeting. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than noted below. Working Capital Loans On October 16, 2023, $150,000 was deposited into the trust account of the Company by the Sponsor for an Extension Fee, which enabled the Company to extend the period of time it has to consummate its initial business combination by one month from October 14, 2023 to November 14, 2023. The extension was the fifth of nine one-month extensions permitted under the Company’s governing documents. The payment was made on behalf of the Company in the form of a Working Capital Loan. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior period income statement amounts have been reclassified to conform to the Company’s fiscal 2023 presentation. These reclassifications have no impact on the Company’s previously reported net loss. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023, the 6,358,118 shares of Class A Common Stock are presented at redemption value of $67,090,078, or $10.55 per share, as temporary equity, outside of the stockholders’ deficit section of the balance sheet. |
Convertible Instruments | Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 “Derivatives and Hedging” (“ASC 815”) of the FASB ASC. The accounting treatment of derivative financial instruments requires that the Company record any bifurcated embedded features at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded in earnings each period as non-operating, non-cash income or expense. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Bifurcated embedded features are recorded at their initial fair values which create additional debt discount to the host instrument. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares for the period, excluding shares subject to forfeiture. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of stock. The Company applies the two-class method in calculating earnings (loss) per share. Remeasurement adjustments associated with the redeemable Class A Common Stock are excluded from earnings (loss) per share as the redemption value approximates fair value. The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 14,350,000 shares of Class A Common Stock in the aggregate. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net loss per common share for the periods presented. For the Three Months Ended For the Nine Months Ended September 30, 2023 September 30, 2023 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 369,825 $ 250,840 $ 1,858,868 $ 590,330 Denominator: Weighted-average shares outstanding including common stock subject to redemption 6,358,118 4,312,500 13,579,476 4,312,500 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.14 $ 0.14 For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ 255,444 $ 63,861 $ (177,530 ) $ (44,382 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net loss per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023, the Company accrued $18,047 related to estimated tax penalties, of which, $(7,248) and $18,047, was included within formation and operating costs on the statement of operations for the three and nine months ended September 30, 2023, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. At the end of each interim reporting period, the Company determines the income tax provision by using an estimate of the annual effective tax rate, adjusted for discrete items occurring in the quarter. The Company’s effective tax rate for the nine months ended September 30, 2023 was 30%, which differed from the federal statutory tax rate of 21% primarily due to the change in valuation allowance recognized against deferred tax assets in the U.S. Judgment is required in determining whether deferred tax assets will be realized in full or in part. Management assesses the available positive and negative evidence on a jurisdictional basis to estimate if deferred tax assets will be recognized and when it is more likely than not that all or some deferred tax assets will not be realized, and a valuation allowance must be established. As of September 30, 2023, the Company’s deferred tax asset had a full valuation allowance of $569,117. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Diluted Net Income (Loss) Per Common Share | As a result, diluted net income (loss) per common share is the same as basic net loss per common share for the periods presented. For the Three Months Ended For the Nine Months Ended September 30, 2023 September 30, 2023 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 369,825 $ 250,840 $ 1,858,868 $ 590,330 Denominator: Weighted-average shares outstanding including common stock subject to redemption 6,358,118 4,312,500 13,579,476 4,312,500 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.14 $ 0.14 For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ 255,444 $ 63,861 $ (177,530 ) $ (44,382 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net loss per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Carrying Value, Excluding Gross Unrealized Holding Losses and Fair Value of Held to Maturity Securities | The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities as of September 30, 2023 and December 31, 2022 are as follow September 30, 2023 Amortized Gross Gross Fair Value Cash held in trust $ — $ — $ — $ — U.S. Treasury Securities 68,344,713 — — 68,344,713 $ 68,344,713 $ — $ — $ 68,344,713 December 31, 2022 Amortized Gross Gross Fair Value Cash held in trust $ 247 $ — $ — $ 247 U.S. Treasury Securities 176,146,847 414,227 — 176,561,074 $ 176,147,094 $ 414,227 $ — $ 176,561,322 |
Organization, Plan of Busines_2
Organization, Plan of Business Operations, Going Concern and Management's Plans, Risks and Uncertainties and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jun. 12, 2023 | Jun. 02, 2023 | Dec. 14, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Proceeds from contributions (in Dollars) | $ 250,000 | ||||||
Private placement warrants issued | 5,725,000 | 5,725,000 | |||||
Sponsor deposited (in Dollars) | $ 450,000 | $ 600,000 | |||||
Extension Fees (in Dollars) | 600,000 | ||||||
Paid to the redeeming public stockholders (in Dollars) | 113,046,448 | ||||||
Stock issued during period, shares (in Dollars) | 600,000 | ||||||
Trust account (in Dollars) | $ 68,344,713 | $ 68,344,713 | $ 176,147,094 | ||||
Fair market rate | 80% | 80% | |||||
Tax payable (in Dollars) | $ 100,000 | $ 100,000 | |||||
Operating cash (in Dollars) | 7,375 | 7,375 | |||||
Net working capital deficit (in Dollars) | 2,264,969 | 2,264,969 | |||||
Franchise taxes and income taxes (in Dollars) | $ 1,254,637 | $ 1,254,637 | |||||
Private Placement Warrant [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Private placement warrant | 4,525,000 | 4,525,000 | |||||
Purchase and Contribution Agreement [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Proceeds from contributions (in Dollars) | $ 250,000 | ||||||
Payment to former sponsor (in Dollars per share) | $ 1 | ||||||
Purchase and Contribution Agreement [Member] | Private Placement Warrant [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Warrants shares | 4,525,000 | ||||||
Extension Amendment Agreement [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Redeem or repurchase percentage | 100% | ||||||
Commitement to deposit in the trust account (in Dollars) | $ 150,000 | $ 150,000 | |||||
Per share amount of deposit in the trust account (in Dollars per share) | $ 0.04 | $ 0.04 | |||||
Aggregate amount deposited in the trust account (in Dollars) | $ 750,000 | $ 750,000 | |||||
IPO [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Initial public offering | 17,250,000 | ||||||
Per units (in Dollars per share) | $ 10 | ||||||
Investment maturity days | 185 days | ||||||
Stock issued during period, shares (in Dollars) | $ 174,000,000 | ||||||
Share price (in Dollars per share) | $ 10.1 | ||||||
Termination date | 9 months | ||||||
Over-Allotment Option [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Initial public offering | 2,250,000 | ||||||
Class A Common Stock [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Price per share (in Dollars per share) | $ 11.5 | ||||||
Common stock issued | |||||||
Common stock outstanding | |||||||
Temporary equity, shares outstanding | 6,358,118 | 6,358,118 | 6,358,118 | 17,250,000 | |||
Public shares properly requested redemption | 10,891,882 | ||||||
Paid to the redeeming public stockholders (in Dollars) | $ 113,000,000 | ||||||
Class B Common Stock [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Common stock issued | 4,312,500 | 4,312,500 | 4,312,500 | ||||
Common stock outstanding | 4,312,500 | 4,312,500 | 4,312,500 | ||||
Class B Common Stock [Member] | Purchase and Contribution Agreement [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Interest transfer of shares | 2,170,464 | ||||||
Related Party [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Extension Fees (in Dollars) | $ 816,400 | ||||||
Sponsor [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Sponsor deposited (in Dollars) | $ 450,000 | $ 600,000 | |||||
Sponsor [Member] | Private Placement Warrant [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Private placement warrant | 5,725,000 | 5,725,000 | |||||
Private placement warrant share price (in Dollars per share) | $ 1 | $ 1 | |||||
Private placement warrants outstanding | 5,725,000 | 5,725,000 | |||||
Sponsor [Member] | Class B Common Stock [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Shares hold | 2,592,898 | 2,592,898 | |||||
Sponsor [Member] | Class B Common Stock [Member] | Metric Finance Holdings II LLC [Member] | |||||||
Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation [Line Items] | |||||||
Sponsor acquired shares | 422,434 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Jun. 12, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||||
Common stock, shares redemption value | $ 67,090,078 | $ 67,090,078 | $ 175,640,563 | |
Income tax penalties accrued | 18,047 | 18,047 | ||
Estimated tax penalties | (7,248) | $ 18,047 | ||
Effective tax rate | 30% | |||
Federal statutory tax rate | 21% | |||
Deferred tax asset, valuation allowance | $ 569,117 | $ 569,117 | ||
Class A Common Stock [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Common stock, shares redemption (in Shares) | 6,358,118 | 6,358,118 | 6,358,118 | 17,250,000 |
Common stock, shares redemption price per share (in Dollars per share) | $ 10.55 | $ 10.55 | $ 10.18 | |
Warrants exercisable to purchase (in Shares) | 14,350,000 | 14,350,000 | ||
Federal statutory tax rate | 1% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Diluted Net Income (Loss) Per Common Share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A [Member] | ||||
Numerator: | ||||
Allocation of net | $ 369,825 | $ 255,444 | $ 1,858,868 | $ (177,530) |
Denominator: | ||||
Weighted-average shares outstanding including common stock subject to redemption | 6,358,118 | 17,250,000 | 13,579,476 | 17,250,000 |
Basic net income loss per share | $ 0.06 | $ 0.01 | $ 0.14 | $ (0.01) |
Class B [Member] | ||||
Numerator: | ||||
Allocation of net | $ 250,840 | $ 63,861 | $ 590,330 | $ (44,382) |
Denominator: | ||||
Weighted-average shares outstanding including common stock subject to redemption | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 |
Basic net income loss per share | $ 0.06 | $ 0.01 | $ 0.14 | $ (0.01) |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Diluted Net Income (Loss) Per Common Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Diluted Net Income (Loss) Per Common Share (Parentheticals) [Line Items] | ||||
Diluted net income loss per share | $ 0.06 | $ 0.01 | $ 0.14 | $ (0.01) |
Class B [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Diluted Net Income (Loss) Per Common Share (Parentheticals) [Line Items] | ||||
Diluted net income loss per share | $ 0.06 | $ 0.01 | $ 0.14 | $ (0.01) |
Related Party Transactions (Det
Related Party Transactions (Details) - Sponsor [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Amount deposited into trust account | $ 450,000 | $ 600,000 | ||
Payments to vendors | 216,400 | 216,400 | ||
Working Capital Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Unpaid principal amount | $ 2,000,000 | $ 2,000,000 | ||
Conversion price per warrant (in Dollars per share) | $ 1 | $ 1 | ||
Working capital loans outstanding | $ 816,400 | $ 816,400 | ||
Working Capital Loans [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Bearing loans and advances | 2,000,000 | 2,000,000 | ||
Administrative Services Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Secretarial and administrative services | 10,000 | |||
Administrative support services expense | $ 30,000 | $ 30,000 | 90,000 | $ 90,000 |
Accrued administrative support services expense | $ 40,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Line Items] | ||
Cash | $ 0 | $ 247 |
Maturity days | 185 days | |
US Treasury Securities [Member] | ||
Fair Value Measurements [Line Items] | ||
Cash held in trust | $ 68,344,714 | $ 176,146,847 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Carrying Value, Excluding Gross Unrealized Holding Losses and Fair Value of Held to Maturity Securities - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements (Details) - Schedule of Carrying Value, Excluding Gross Unrealized Holding Losses and Fair Value of Held to Maturity Securities [Line Items] | ||
Amortized Cost and Carrying Value | $ 68,344,713 | $ 176,147,094 |
Gross Unrealized Gains | 414,227 | |
Gross Unrealized Losses | ||
Fair Value | 68,344,713 | 176,561,322 |
Cash held in trust [Member] | ||
Fair Value Measurements (Details) - Schedule of Carrying Value, Excluding Gross Unrealized Holding Losses and Fair Value of Held to Maturity Securities [Line Items] | ||
Amortized Cost and Carrying Value | 247 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Fair Value | 247 | |
U.S. Treasury Securities [Member] | ||
Fair Value Measurements (Details) - Schedule of Carrying Value, Excluding Gross Unrealized Holding Losses and Fair Value of Held to Maturity Securities [Line Items] | ||
Amortized Cost and Carrying Value | 68,344,713 | 176,146,847 |
Gross Unrealized Gains | 414,227 | |
Gross Unrealized Losses | ||
Fair Value | $ 68,344,713 | $ 176,561,074 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | ||
Jun. 12, 2023 | Jan. 01, 2023 | Sep. 30, 2023 | |
Commitments and Contingencies [Line Items] | |||
Percentage of excise tax | 21% | ||
Excise tax liability (in Dollars) | $ 1,130,464 | ||
Inflation Reduction Act of 2022 [Member] | |||
Commitments and Contingencies [Line Items] | |||
Percentage of excise tax | 1% | ||
Percentage of fair market value of shares repurchased | 1% | ||
Class A Common Stock [Member] | |||
Commitments and Contingencies [Line Items] | |||
Percentage of excise tax | 1% | ||
Stockholders shares redeemed (in Shares) | 10,891,882 | ||
Stockholders redeemed value amount (in Dollars) | $ 113,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 16, 2023 USD ($) |
Working Capital Loans [Member] | Sponsor [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Deposited into trust account | $ 150,000 |