Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40980 | |
Entity Registrant Name | SDCL EDGE Acquisition Corporation | |
Entity Central Index Key | 0001846975 | |
Entity Tax Identification Number | 98-1583135 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 60 East 42nd Street, | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10165 | |
City Area Code | 212 | |
Local Phone Number | 488-5509 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | SEDA.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares, par value $0.0001 per share | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | SEDA | |
Security Exchange Name | NYSE | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | SEDA.WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 13,177,933 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 4,998,811 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 49,504 | $ 610,971 |
Prepaid expenses | 54,640 | 345,166 |
Total current assets | 104,144 | 956,137 |
Investments and cash held in Trust Account | 212,046,647 | 204,641,162 |
TOTAL ASSETS | 212,150,791 | 205,597,299 |
Current liabilities: | ||
Accounts payable | 108,238 | 81,076 |
Accrued expenses | 196,384 | 181,633 |
Accrued contingent legal costs | 4,522,137 | 2,066,035 |
Due to Sponsor | 74,652 | 37,628 |
Total current liabilities | 4,901,411 | 2,366,372 |
Warrant liabilities | 1,899,619 | 3,039,391 |
TOTAL LIABILITIES | 6,801,030 | 5,405,763 |
Class A ordinary shares subject to possible redemption; 19,995,246 shares at redemption value of $10.60 per share and $10.23 per share at September 30, 2023 and December 31, 2022 respectively | 211,946,647 | 204,541,163 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 4,605,011 | 2,634,528 |
Accumulated deficit | (11,202,397) | (6,984,655) |
Total Shareholders’ Deficit | (6,596,886) | (4,349,627) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 212,150,791 | 205,597,299 |
Common Class A [Member] | ||
Shareholders’ Deficit | ||
Common Stock, Value, Issued | ||
Class B Ordinary Shares [Member] | ||
Shareholders’ Deficit | ||
Common Stock, Value, Issued | $ 500 | $ 500 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Ordinary shares subject to possible redemption | 19,995,246 | 19,995,246 |
Ordinary shares subject to possible redemption, share price | $ 10.60 | $ 10.60 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares, outstanding | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares, issued | 4,998,811 | 4,998,811 |
Common stock, shares, outstanding | 4,998,811 | 4,998,811 |
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 | |
Income Statement [Abstract] | ||||
Operating and formation costs | $ 2,509,790 | $ 1,188,819 | $ 5,357,515 | $ 3,603,560 |
Loss from operations | (2,509,790) | (1,188,819) | (5,357,515) | (3,603,560) |
Other income: | ||||
Change in fair value of warrant liabilities | 0 | 2,279,544 | 1,139,772 | 7,788,441 |
Gain on investments held in Trust Account | 2,744,075 | 851,036 | 7,405,485 | 1,019,940 |
Gain on waiver of deferred underwriting fees | 240,082 | 240,082 | ||
Net income | $ 234,285 | $ 2,181,843 | $ 3,187,742 | $ 5,444,903 |
Basic and diluted weighted average shares outstanding, Class A Ordinary Shares | 19,995,246 | 19,995,246 | 19,995,246 | 19,995,246 |
Basic and diluted net income per share, Class A Ordinary Shares | $ 0.01 | $ 0.09 | $ 0.13 | $ 0.22 |
Basic and diluted weighted average shares outstanding, Class B Ordinary Shares | 4,998,811 | 4,998,811 | 4,998,811 | 4,998,811 |
Basic and diluted net income per share, Class B Ordinary Shares | $ 0.01 | $ 0.09 | $ 0.13 | $ 0.22 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT EQUITY (Unaudited) - USD ($) | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 500 | $ (15,873,472) | $ (15,872,972) | |
Beginning balance, shares at Dec. 31, 2021 | 4,998,811 | |||
Share-based compensation | 642,392 | 642,392 | ||
Net income | 1,863,831 | 1,863,831 | ||
Ending balance, value at Mar. 31, 2022 | $ 500 | 642,392 | (14,009,641) | (13,366,749) |
Ending balance, shares at Mar. 31, 2022 | 4,998,811 | |||
Share-based compensation | 656,827 | 656,827 | ||
Net income | 1,399,229 | 1,399,229 | ||
Remeasurement of Class A ordinary shares subject to redemption to redemption amount | (68,904) | (68,904) | ||
Ending balance, value at Jun. 30, 2022 | $ 500 | 1,299,219 | (12,679,316) | (11,379,597) |
Ending balance, shares at Jun. 30, 2022 | 4,998,811 | |||
Share-based compensation | 664,046 | 664,046 | ||
Net income | 2,181,843 | 2,181,843 | ||
Remeasurement of Class A ordinary shares subject to redemption to redemption amount | (851,036) | (851,036) | ||
Waiver of deferred underwriting fee payable | 4,658,753 | 4,658,753 | ||
Ending balance, value at Sep. 30, 2022 | $ 500 | 1,963,265 | (6,689,756) | (4,725,991) |
Ending balance, shares at Sep. 30, 2022 | 4,998,811 | |||
Beginning balance, value at Dec. 31, 2022 | $ 500 | 2,634,528 | (6,984,655) | (4,349,627) |
Beginning balance, shares at Dec. 31, 2022 | 4,998,811 | |||
Share-based compensation | 649,610 | 649,610 | ||
Net income | 297,984 | 297,984 | ||
Remeasurement of Class A ordinary shares subject to redemption to redemption amount | (2,197,722) | (2,197,722) | ||
Ending balance, value at Mar. 31, 2023 | $ 500 | 3,284,138 | (8,884,393) | (5,599,755) |
Ending balance, shares at Mar. 31, 2023 | 4,998,811 | |||
Share-based compensation | 656,827 | 656,827 | ||
Net income | 2,655,473 | 2,655,473 | ||
Remeasurement of Class A ordinary shares subject to redemption to redemption amount | (2,463,687) | (2,463,687) | ||
Ending balance, value at Jun. 30, 2023 | $ 500 | 3,940,965 | (8,692,607) | (4,751,142) |
Ending balance, shares at Jun. 30, 2023 | 4,998,811 | |||
Share-based compensation | 664,046 | 664,046 | ||
Net income | 234,285 | 234,285 | ||
Remeasurement of Class A ordinary shares subject to redemption to redemption amount | (2,744,075) | (2,744,075) | ||
Ending balance, value at Sep. 30, 2023 | $ 500 | $ 4,605,011 | $ (11,202,397) | $ (6,596,886) |
Ending balance, shares at Sep. 30, 2023 | 4,998,811 |
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 | $ 3,187,742 | $ 5,444,903 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Share-based compensation | 1,970,483 | 1,963,265 |
Change in fair value of warrant liabilities | (1,139,772) | (7,788,441) |
Gain on investments held in Trust Account | (7,405,485) | (1,019,940) |
Gain on waiver of deferred underwriting fees | (240,082) | |
Changes in operating assets and liabilities: | ||
Prepaid insurance and other current assets | 290,526 | 301,091 |
Accounts payable | 27,162 | 45,674 |
Accrued expenses | 14,751 | 6,331 |
Accrued contingent legal costs | 2,456,102 | 680,032 |
Due to Sponsor | 37,024 | (28,389) |
Net cash used in operating activities | (561,467) | (635,556) |
Net Change in Cash | (561,467) | (635,556) |
Cash - Beginning of period | 610,971 | 1,366,553 |
Cash - End of period | 49,504 | 730,997 |
Non-cash investing and financing activities: | ||
Waiver of deferred underwriting fee payable (see Note 6) | 4,658,753 | |
Remeasurement to redemption value of Class A ordinary shares subject to redemption | $ 7,405,484 | $ 919,940 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN SDCL EDGE Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on February 16, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 16, 2021 (inception) through September 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income or loss in the form of interest income or gains (losses) on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. In addition, the Company will recognize non-operating income or loss on the change in fair value of the warrant liabilities. The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 17,500,000 10.00 175,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,250,000 1.00 8,250,000 The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,625,000 2,495,246 24,952,460 499,049 Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 748,574 1.00 748,574 Following the closing of the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Warrants, an amount of $ 201,951,985 10.10 In addition, the Sponsor agreed to forfeit up to 656,250 32,439 The Company will provide its 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, in its sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account ($ 10.60 Distinguishing Liabilities from Equity The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial shareholders and A Anchor Investors have agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the Initial Public Offering. However, if the initial shareholders or Anchor Investors (as defined in Note 5) acquire additional Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company will have until July 2, 2024 to complete a Business Combination. (See Note 10). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable and 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 shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Upon the approval of the Extension Proposal (as defined in Note 10), the Company entered into a funding undertaking and promissory note agreement (each a “Funding Agreement” and together, the “Funding Agreements”) with each of the Sponsor and the A Anchor Investors pursuant to which each of the Sponsor and the A Anchor Investors agreed, severally and not jointly, that for each month, or pro rata portion thereof if less than a month, until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial business combination and (ii) July 2, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion of the Company’s board of directors), the Sponsor and each of the A Anchor Investors will make, in aggregate, extension deposits of $0.025 into the Trust Account for each remaining public share, up to a total of $ 250,000 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.10 Letter of Intent On August 21, 2023, the Company signed a non-binding letter of intent (the “LOI”) with Magnet Joint Venture GmbH (“JV GmbH”), KME SE (“KME”) and The Paragon Fund III GmbH & Co. geschlossene Investment KG (“Paragon”), for a proposed business combination (the “Business Combination”) relating to the special product business of Cunova GmbH, a wholly-owned subsidiary of JV GmbH (“Cunova”) and certain assets of KME comprising the KME Specialty Aerospace Business (“KME Aerospace” and, together with Cunova, the “Target”). The completion of the Business Combination is subject to, among other things, the completion of due diligence, the negotiation of definitive agreements for the Business Combination (the “Definitive Agreements”), satisfaction of the conditions negotiated therein, approval of the transaction by the board and shareholders of both the Company and Target, as well as regulatory approvals and other customary conditions. There can be no assurance that Definitive Agreements will be entered into or that the Business Combination will be consummated on the terms or timeframe currently contemplated, or at all. NYSE Continued Listing Standards Compliance Notification On January 12, 2023, the Company received a notice from NYSE that the Company was not in compliance with NYSE listing standard 802.01B because the Company had fallen below compliance with the 300 public shareholders requirement. In accordance with the NYSE listing requirements, the Company submitted a plan that demonstrated how it expected to return to compliance with NYSE listing standard 802.01B. On August 23, 2023, NYSE notified the Company that it was again in compliance with NYSE listing standard 802.01B but that the Company was subject to continued monitoring and review for a period of 12 months. While the Company has regained compliance with the continued listing requirements, it may in the future again fail to be in compliance with the NYSE listing standards and it may be subject to corrective action by NYSE, which may include suspension and delisting procedures. Going Concern Consideration As of September 30, 2023, the Company had $ 49,504 4,797,267 If a Business Combination is not consummated by July 2, 2024, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 30, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investments Held in Trust Account At September 30, 2023, the assets held in the Trust Account are $ 212,046,647 At December 31, 2022 the Company held assets in the Trust Account of $ 204,641,162 Class A Ordinary Shares Subject to Possible Redemption All of the 19,995,246 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 redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of September 30, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $ 100,000 7,405,484 2,589,178 As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Remeasurement of carrying value to redemption value 43,962,630 Class A ordinary shares subject to possible redemption as of December 31, 2022 204,541,163 Plus: Remeasurement of carrying value to redemption value 2,197,722 Class A ordinary shares subject to possible redemption as of March 31, 2023 206,738,885 Plus: Remeasurement of carrying value to redemption value 2,463,687 Class A ordinary shares subject to possible redemption as of June 30, 2023 209,202,572 Plus: Remeasurement of carrying value to redemption value 2,744,075 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 211,946,647 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624 In July and October 2022, the deferred underwriting fee was waived in full by Goldman Sachs & Co. LLC Securities, Inc., and BofA Securities, Inc., the underwriters. Upon IPO, a portion of the entire deferred underwriting fee was allocated to public warrants, which resulted in a charge to the statement of operations. Therefore, a portion of this waived deferred underwriting fee was recorded as a gain in the statements of operations in the amount of $ 342,975 6,655,361 Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no 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 is considered an exempted Cayman Islands Company 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. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share 18,996,197 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars): Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 187,428 $ 46,857 $ 1,745,474 $ 436,369 $ 2,550,194 $ 637,548 $ 4,355,922 $ 1,088,981 Denominator: Weighted Average Ordinary Shares 19,995,246 4,998,811 19,995,246 4,998,811 19,995,246 4,998,811 19,995,246 4,998,811 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.09 $ 0.09 $ 0.13 $ 0.13 $ 0.22 $ 0.22 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. The following reflects the fair value hierarchy established by ASC 820: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Share-Based Compensation Share-based compensation is included in operating and formation costs within the condensed statement of operations and accounted for based on the requirements of ASC 718, Compensation–Stock Compensation 664,046 of share-based compensation related to 659,844 Founder Shares to be transferred to Sustainable Development Capital LLP for certain services performed per the Investment Advisory Agreement (See Note 5). For the nine months ended September 30, 2023 and 2022, the Company recognized $ 1,970,483 1,963,265 659,844 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity The Public Warrants and Private Placement Warrants are accounted for as derivative instruments in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company completed its Initial Public Offering of 17,500,000 10.00 175,000,000 11.50 2,495,246 24,952,460 199,952,460 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and A Anchor Investors purchased an aggregate of 8,250,000 8,250,000 748,574 8,998,574 11.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 23, 2021, the Sponsor was issued 7,187,500 25,000 2,156,250 5,031,250 656,250 20 32,439 The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $ 12.00 The A Anchor Investors purchased a total of 4,000,000 10.00 In addition to the A Anchor Investors, two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “3.6% B Anchor Investors”), purchased 1,575,000 units each in the Initial Public Offering at the offering price of $10.00 per unit, three qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “4.0% B Anchor Investors”), purchased 1,749,999 units each in the Initial Public Offering at the offering price of $10.00 per unit, and two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “Additional 4.0% B Anchor Investors” and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the “B Anchor Investors”), purchased 1,732,500 units each in the Initial Public Offering at the offering price of $10.00 per unit, or an aggregate of 15,864,997 units for all anchor investors (the “Anchor Investors” which includes the A Anchor Investors and the B Anchor Investors). As the Anchor Investors purchased units during the Initial Public Offering, should they vote the shares included therein in favor of the initial Business Combination, no votes from other public shareholders would be required to approve the initial Business Combination. The Anchor Investors may have different interests with respect to a vote on an initial Business Combination than other public shareholders due to their ownership interests in the Company. Pursuant to such units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other public shareholders. Further, the Anchor Investors are not required to (i) hold any units, Class A ordinary shares or warrants they purchased in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the units they purchased in the Initial Public Offering as the rights afforded to the Company’s other public shareholders. Each Anchor Investor has entered into separate investment agreements with the Company and the Sponsor. The A Anchor Investors purchased 503,125 1,006,250 2,500 5,000 181,125 362,250 900 1,800 201,250 603,750 1,000 3,000 201,250 402,500 1,000 2,000 2,374,750 11,800 Due to the partial exercise of the over-allotment option by the underwriters on November 16, 2021, the Company repurchased and cancelled 32,439 3,244 6,488 1,168 2,336 1,298 3,894 1,298 2,596 17,125 15,314 2,359,436 The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $ 18,969,890 8.04 11,725 0.005 Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. Administrative Support Agreement On October 28, 2021, the Company entered into an agreement to pay an affiliate of the Sponsor a total of $ 20,000 60,000 180,000 On October 28, 2021, the Company and the Sponsor entered into an agreement with Sustainable Development Capital LLP (the “Advisor”), a London-based investment firm and affiliate of the Company and Sponsor, whereby the Advisor agreed to provide administrative, consulting, and other services to affect the Company’s initial Business Combination. In consideration of the services performed: (1) the Company and Sponsor shall procure the transfer of the legal and beneficial title to at least 659,844 20,000 659,844 For the three and nine months ended September 30, 2023 and 2022, there were no costs incurred for web-based services provided by the Advisor. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s sponsor or an affiliate of the sponsor or certain of the officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, it may 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 Company’s Trust Account would be used for such repayment. Up to $ 1,500,000 1.00 On September 8, 2023, the Company entered into a Promissory Note with the Sponsor (“Sponsor Loan”) for up to $ 1,200,000 0 On September 29, 2023, the Company entered into a Promissory Note with Seaside Holdings (Nominee) Limited (“Seaside Loan”) for up to $ 150,000 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to 2,625,000 2,495,246 10.00 24,952,460 The underwriters received a cash underwriting discount of $ 0.20 3,999,049 0.35 6,998,336 342,975 6,655,361 Vendor Agreements Since inception, the Company has engaged a legal firm (the “Legal Advisor”) to provide services related to the Company’s Initial Public Offering, the search for a prospective initial Business Combination, and the structuring of a transaction. Fees incurred by the Legal Advisor have been recorded as accrued contingent legal costs on the condensed balance sheets. The payment of these fees is contingent upon the consummation of a Business Combination. As of September 30, 2023 and December 31, 2022, the Company had accrued contingent legal costs of $ 4,522,137 2,066,035 On September 19, 2023, the Company entered into an agreement with a financial advisory firm (the “Financial Advisor”) for financial advisory services such as structuring a transaction, assistance in negotiations, guidance on valuation in connection with a transaction, and other customary services in connection with a Business Combination. Pursuant to this agreement, the Company will pay the Financial Advisor a fee of $ 7,000,000 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Guarantees and Product Warranties [Abstract] | |
WARRANTS | NOTE 7. WARRANTS A warrant holder may exercise their warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless the warrant holder purchases at least two units, they will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A ordinary shares underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of thirty (30) days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00. ● in whole and not in part; ● at $ 0.10 ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ 10.00 ● if the closing price of the Company’s Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor, Anchor Investors, or its affiliates, without taking into account any founder shares held by the Sponsor, the Company’s Anchor Investors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. The private placement warrants are identical to the warrants sold as part of the units in the Initial Public Offering except that, so long as they are held by the Sponsor, the A Anchor Investors, or their permitted transferees: (1) they will not be redeemable (except as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. The Company accounts for the 18,996,197 9,997,623 8,998,574 The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares 5,000,000 0.0001 no Class A ordinary shares 500,000,000 0.0001 19,995,246 19,995,246 Class B ordinary shares 50,000,000 0.0001 4,998,811 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. The Class B ordinary shares and will automatically convert into the Company’s Class A ordinary shares at the time of the initial 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 basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Company’s Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Company’s Sponsor, the A Anchor Investors, the Company’s affiliates or any member of the management team upon conversion of the Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value warrant liability Amount at Level 1 Level 2 Level 3 September 30, 2023 Assets Investments held in Trust Account: Money Market investments $ 212,046,647 $ 212,046,647 $ - $ - Liabilities Warrant liability – Public Warrants 999,762 999,762 - - Warrant liability – Private Placement Warrants 899,857 - - 899,857 $ 1,899,619 $ 999,762 $ - $ 899,857 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 204,641,162 $ 204,641,162 $ - $ - Liabilities Warrant liability – Public Warrants 1,599,620 1,599,620 - - Warrant liability – Private Placement Warrants 1,439,771 - - 1,439,771 $ 3,039,391 $ 1,599,620 $ - $ 1,439,771 The measurement of the Public Warrants as of September 30, 2023 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker SEDA.WS. The quoted price of the Public Warrants was $ 0.10 0.16 The Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo Simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The following table provides the significant inputs to the Monte Carlo simulation model for the fair value of the Private Placement Warrants: Schedule of fair value of the private placement warrants As of As of Stock price $ 9.80 $ 10.06 Exercise price $ 11.50 $ 11.50 Dividend yield - % - % Expected term (in years) 5.38 5.34 Volatility 6.4 % 5.0 % Risk-free rate 4.50 % 3.91 % Fair value $ 0.10 $ 0.16 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Schedule of fair value financial instruments Fair value as of December 31, 2022 - private placement warrants $ 1,439,771 Change in fair value 269,958 Fair value as of March 31, 2023 - private placement warrants 1,709,729 Change in fair value (809,872 ) Fair value as of June 30, 2023 - private placement warrants 899,857 Change in fair value - Fair value as of September 30, 2023 - private placement warrants $ 899,857 The Company recognized a gain of $ 0 1,139,772 2,279,544 7,788,441 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the below and as disclosed in Note 5, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 2, 2023, the Company received proceeds of $ 300,000 On October 4, 2023, the Company received proceeds of $ 37,500 under the Seaside Loan. On October 10, 2023, the Company entered into a Promissory Note with Sustainable Investors Fund, LP (“Capricorn Loan”) for up to $ 150,000 37,500 on the Capricorn Loan. The Company has yet to receive these funds as of the date these financial statements were issued. Extraordinary General Meeting On October 30, 2023, the Company held an Extraordinary General Meeting of Company shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which the Company must consummate an initial Business Combination (the Extension Proposal”) from November 2, 2023 to March 2, 2024 (the "Extended Date") and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to four times, by an additional y month each time, up to July 2, 2024. In connection with the Extension, a total of 44 shareholders elected to redeem an aggregate of 6,817,313 34.1 72,546,419 10.64 Upon the approval of the Extension Proposal, the Company entered into Funding Agreements with each of the Sponsor and the A Anchor Investors pursuant to which each of the Sponsor and the A Anchor Investors agreed, severally and not jointly, that for each month, or pro rata portion thereof if less than a month, until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial business combination and (ii) July 2, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion of the Company’s board of directors), the Sponsor and each of the A Anchor Investors will make, in aggregate, extension deposits of $0.025 into the Trust Account for each remaining public share, up to a total of $ 250,000 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 30, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2023, the assets held in the Trust Account are $ 212,046,647 At December 31, 2022 the Company held assets in the Trust Account of $ 204,641,162 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 19,995,246 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 redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of September 30, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $ 100,000 7,405,484 2,589,178 As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Remeasurement of carrying value to redemption value 43,962,630 Class A ordinary shares subject to possible redemption as of December 31, 2022 204,541,163 Plus: Remeasurement of carrying value to redemption value 2,197,722 Class A ordinary shares subject to possible redemption as of March 31, 2023 206,738,885 Plus: Remeasurement of carrying value to redemption value 2,463,687 Class A ordinary shares subject to possible redemption as of June 30, 2023 209,202,572 Plus: Remeasurement of carrying value to redemption value 2,744,075 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 211,946,647 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624 In July and October 2022, the deferred underwriting fee was waived in full by Goldman Sachs & Co. LLC Securities, Inc., and BofA Securities, Inc., the underwriters. Upon IPO, a portion of the entire deferred underwriting fee was allocated to public warrants, which resulted in a charge to the statement of operations. Therefore, a portion of this waived deferred underwriting fee was recorded as a gain in the statements of operations in the amount of $ 342,975 6,655,361 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no 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 is considered an exempted Cayman Islands Company 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. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share 18,996,197 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars): Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 187,428 $ 46,857 $ 1,745,474 $ 436,369 $ 2,550,194 $ 637,548 $ 4,355,922 $ 1,088,981 Denominator: Weighted Average Ordinary Shares 19,995,246 4,998,811 19,995,246 4,998,811 19,995,246 4,998,811 19,995,246 4,998,811 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.09 $ 0.09 $ 0.13 $ 0.13 $ 0.22 $ 0.22 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. The following reflects the fair value hierarchy established by ASC 820: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Share-Based Compensation | Share-Based Compensation Share-based compensation is included in operating and formation costs within the condensed statement of operations and accounted for based on the requirements of ASC 718, Compensation–Stock Compensation 664,046 of share-based compensation related to 659,844 Founder Shares to be transferred to Sustainable Development Capital LLP for certain services performed per the Investment Advisory Agreement (See Note 5). For the nine months ended September 30, 2023 and 2022, the Company recognized $ 1,970,483 1,963,265 659,844 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity The Public Warrants and Private Placement Warrants are accounted for as derivative instruments in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of redemption of Class A ordinary shares | Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Remeasurement of carrying value to redemption value 43,962,630 Class A ordinary shares subject to possible redemption as of December 31, 2022 204,541,163 Plus: Remeasurement of carrying value to redemption value 2,197,722 Class A ordinary shares subject to possible redemption as of March 31, 2023 206,738,885 Plus: Remeasurement of carrying value to redemption value 2,463,687 Class A ordinary shares subject to possible redemption as of June 30, 2023 209,202,572 Plus: Remeasurement of carrying value to redemption value 2,744,075 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 211,946,647 |
Schedule of basic and diluted net income per ordinary share | Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 187,428 $ 46,857 $ 1,745,474 $ 436,369 $ 2,550,194 $ 637,548 $ 4,355,922 $ 1,088,981 Denominator: Weighted Average Ordinary Shares 19,995,246 4,998,811 19,995,246 4,998,811 19,995,246 4,998,811 19,995,246 4,998,811 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.09 $ 0.09 $ 0.13 $ 0.13 $ 0.22 $ 0.22 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value warrant liability | Schedule of fair value warrant liability Amount at Level 1 Level 2 Level 3 September 30, 2023 Assets Investments held in Trust Account: Money Market investments $ 212,046,647 $ 212,046,647 $ - $ - Liabilities Warrant liability – Public Warrants 999,762 999,762 - - Warrant liability – Private Placement Warrants 899,857 - - 899,857 $ 1,899,619 $ 999,762 $ - $ 899,857 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 204,641,162 $ 204,641,162 $ - $ - Liabilities Warrant liability – Public Warrants 1,599,620 1,599,620 - - Warrant liability – Private Placement Warrants 1,439,771 - - 1,439,771 $ 3,039,391 $ 1,599,620 $ - $ 1,439,771 |
Schedule of fair value of the private placement warrants | Schedule of fair value of the private placement warrants As of As of Stock price $ 9.80 $ 10.06 Exercise price $ 11.50 $ 11.50 Dividend yield - % - % Expected term (in years) 5.38 5.34 Volatility 6.4 % 5.0 % Risk-free rate 4.50 % 3.91 % Fair value $ 0.10 $ 0.16 |
Schedule of fair value financial instruments | Schedule of fair value financial instruments Fair value as of December 31, 2022 - private placement warrants $ 1,439,771 Change in fair value 269,958 Fair value as of March 31, 2023 - private placement warrants 1,709,729 Change in fair value (809,872 ) Fair value as of June 30, 2023 - private placement warrants 899,857 Change in fair value - Fair value as of September 30, 2023 - private placement warrants $ 899,857 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Nov. 02, 2021 | Nov. 16, 2021 | Sep. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Deferred underwriting fees | $ 499,049 | ||
Forfeited shares | 656,250 | ||
Founder shares forfeited | 32,439 | ||
Share price | $ 10.60 | ||
Net tangible assets | $ 5,000,001 | ||
Dissolution expenses | 100,000 | ||
Remaining Public Share | $ 250,000 | ||
Reduction per share | $ 10.10 | ||
Cash held outside | $ 49,504 | ||
Working capital deficit | $ 4,797,267 | ||
A Anchor Investors [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from private placement | $ 748,574 | ||
Share price | $ 10 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 17,500,000 | ||
Sale of units per share | $ 10 | $ 10.10 | |
Sale of units in aggragate amount | $ 175,000,000 | ||
Proceeds from Issuance or Sale of Equity | $ 201,951,985 | ||
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 8,250,000 | ||
Sale of units per share | $ 1 | ||
Proceeds from private placement | $ 8,250,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 2,625,000 | 2,495,246 | |
Sale of units per share | $ 1 | ||
Sale of units in aggragate amount | $ 24,952,460 | ||
Share price | $ 10 | ||
Over Allotment Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 748,574 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||
Gross proceeds | $ 199,952,460 | |||
Proceeds allocated to Public Warrants | (9,797,808) | |||
Issuance costs allocated to Class A ordinary shares | (29,576,119) | |||
Remeasurement of carrying value to redemption value | $ 2,197,722 | $ 2,463,687 | $ 2,744,075 | 43,962,630 |
Class A ordinary shares subject to possible redemption | $ 206,738,885 | $ 209,202,572 | $ 211,946,647 | $ 204,541,163 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) | $ 234,285 | $ 2,181,843 | $ 3,187,742 | $ 5,444,903 |
Class A Ordinary Shares [Member] | ||||
Net income (loss) | $ 187,428 | $ 1,745,474 | $ 2,550,194 | $ 4,355,922 |
Basic and diluted weighted average shares outstanding | 19,995,246 | 19,995,246 | 19,995,246 | 19,995,246 |
Basic and diluted net income (loss) per share | $ 0.01 | $ 0.09 | $ 0.13 | $ 0.22 |
Class B Ordinary Shares [Member] | ||||
Net income (loss) | $ 46,857 | $ 436,369 | $ 637,548 | $ 1,088,981 |
Basic and diluted weighted average shares outstanding | 4,998,811 | 4,998,811 | 4,998,811 | 4,998,811 |
Basic and diluted net income (loss) per share | $ 0.01 | $ 0.09 | $ 0.13 | $ 0.22 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Cash in the Trust Account | 212,046,647 | 204,641,162 | ||
Dissolution expenses | 100,000 | |||
Remeasurement of carrying value to redemption value | 7,405,484 | 2,589,178 | ||
Offering costs as a reduction of temporary equity | 29,576,119 | |||
Gain on waiver of deferred underwriting fees | 342,975 | |||
Waiver of deferred underwriting fee payable | 6,655,361 | |||
Unrecognized tax benefits | 0 | 0 | ||
Accrued for interest and penalties | 0 | $ 0 | ||
Cash FDIC insured amount | 250,000 | |||
Share-based compensation | $ 664,046 | $ 1,970,483 | $ 1,963,265 | |
Founder Shares [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share-based compensation, shares | 659,844 | |||
Public And Private Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering costs | $ 2,429,624 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class A ordinary shares sold | 19,995,246 | |||
Offering costs | 32,005,743 | |||
Underwriting discount amount | 3,999,049 | |||
Deferred underwriting fees | 6,998,336 | |||
Investor offering costs | 18,958,165 | |||
Other offering costs | 2,050,193 | |||
Purchase of aggregate shares | $ 18,996,197 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | |||
Nov. 02, 2021 | Nov. 16, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants exercise price share | $ 0.10 | $ 0.16 | ||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants exercise price share | $ 11.50 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units | 17,500,000 | |||
Sale of Stock, Price Per Share | $ 10 | $ 10.10 | ||
Sale of units in initial public offering | $ 175,000,000 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units | 2,625,000 | 2,495,246 | ||
Sale of Stock, Price Per Share | $ 1 | |||
Sale of units in initial public offering | $ 24,952,460 | |||
Sale of units in initial public offering | $ 199,952,460 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 1 Months Ended | |||
Nov. 02, 2021 | Nov. 16, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant Price | $ 0.10 | $ 0.16 | ||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant Price | $ 11.50 | |||
Private Placement Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units | 8,250,000 | |||
Proceeds from private placement | $ 8,250,000 | |||
Warrant Price | $ 0.01 | |||
Over Allotment Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units | 748,574 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from private placement | $ 8,998,574 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||
Jul. 14, 2021 | Feb. 23, 2021 | Oct. 28, 2022 | Nov. 16, 2021 | Oct. 28, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 08, 2023 | Dec. 31, 2022 | Nov. 02, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Converted basis percentage of common stock | 20% | ||||||||||
Founder shares forfeited | 32,439 | ||||||||||
Share price | $ 10.60 | ||||||||||
Advisory fee | $ 20,000 | ||||||||||
Administrative support expenses | $ 60,000 | $ 180,000 | |||||||||
Founder shares | 659,844 | ||||||||||
Payments for Rent | $ 20,000 | ||||||||||
Compensation expense granted shares | 659,844 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | $ 0.16 | |||||||||
A Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares purchased | 4,000,000 | ||||||||||
Share price | $ 10 | ||||||||||
Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Anchor investors, description | In addition to the A Anchor Investors, two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “3.6% B Anchor Investors”), purchased 1,575,000 units each in the Initial Public Offering at the offering price of $10.00 per unit, three qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “4.0% B Anchor Investors”), purchased 1,749,999 units each in the Initial Public Offering at the offering price of $10.00 per unit, and two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “Additional 4.0% B Anchor Investors” and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the “B Anchor Investors”), purchased 1,732,500 units each in the Initial Public Offering at the offering price of $10.00 per unit, or an aggregate of 15,864,997 units for all anchor investors (the “Anchor Investors” which includes the A Anchor Investors and the B Anchor Investors). | ||||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares forfeited | 17,125 | ||||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 7,187,500 | ||||||||||
Aggregate of shares value | $ 25,000 | ||||||||||
Founder [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repurchase of shares | 2,156,250 | ||||||||||
Aggregate of shares | 5,031,250 | ||||||||||
Founder shares forfeited | 32,439 | 2,359,436 | |||||||||
Share price | $ 0.005 | ||||||||||
Aggregate of shares value | $ 11,725 | ||||||||||
Founder [Member] | Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,006,250 | ||||||||||
Aggregate of shares value | $ 5,000 | ||||||||||
Founder shares forfeited | 6,488 | ||||||||||
Share price | $ 8.04 | ||||||||||
Aggregate of shares value | $ 18,969,890 | ||||||||||
Founder [Member] | Second Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 503,125 | ||||||||||
Aggregate of shares value | $ 2,500 | ||||||||||
Founder [Member] | 3.6% B First Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 181,125 | ||||||||||
Aggregate of shares value | $ 900 | ||||||||||
Founder shares forfeited | 1,168 | ||||||||||
Founder [Member] | 3.6% B Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 362,250 | ||||||||||
Aggregate of shares value | $ 1,800 | ||||||||||
Founder shares forfeited | 2,336 | ||||||||||
Founder [Member] | 4.0% B Second Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 201,250 | ||||||||||
Aggregate of shares value | $ 1,000 | ||||||||||
Founder [Member] | 4.0% B Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 603,750 | ||||||||||
Aggregate of shares value | $ 3,000 | ||||||||||
Founder shares forfeited | 3,894 | ||||||||||
Founder [Member] | 4.0% B Third Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 201,250 | ||||||||||
Aggregate of shares value | $ 1,000 | ||||||||||
Founder [Member] | 4.0% B Anchor Investor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 402,500 | ||||||||||
Aggregate of shares value | $ 2,000 | ||||||||||
Founder shares forfeited | 2,596 | ||||||||||
Founder [Member] | All Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,374,750 | ||||||||||
Aggregate of shares value | $ 11,800 | ||||||||||
Founder [Member] | First Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares forfeited | 3,244 | ||||||||||
Founder [Member] | 4.0% B Fourth Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares forfeited | 1,298 | ||||||||||
Founder [Member] | 4.0% B Fifth Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares forfeited | 1,298 | ||||||||||
Founder [Member] | Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Aggregate of shares | 656,250 | ||||||||||
Founder [Member] | Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price per share | $ 12 | ||||||||||
Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares forfeited | 15,314 | ||||||||||
Lender [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt converted to warrants | 1,500,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||
Sponsor Loan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory note | $ 1,200,000 | ||||||||||
Outstanding balance | $ 0 | ||||||||||
Seaside Loan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory note | $ 150,000 | ||||||||||
Outstanding balance | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 19, 2023 | Nov. 16, 2021 | Dec. 31, 2022 | Sep. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Offering price per share | $ 10.60 | |||
Waived deferred underwriting fee | $ 342,975 | |||
Accrued contingent legal costs | 2,066,035 | $ 4,522,137 | ||
Business combination acquisition related costs | $ 7,000,000 | |||
Retained Earnings [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Waived deferred underwriting fee | $ 6,655,361 | |||
Underwriting Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Underwriter cash discount per unit | $ 0.20 | |||
Payment of underwriting commissions | $ 3,999,049 | |||
Deferred fee | $ 0.35 | |||
Deferred underwriting fee | $ 6,998,336 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase of additional shares | 2,495,246 | 2,625,000 | ||
Offering price per share | $ 10 | |||
Proceeds from shares | $ 24,952,460 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Warrant Price | $ 0.10 | $ 0.16 |
Warrants, description | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant holders. | |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant Price | $ 0.10 | |
Redemption per share | $ 10 | |
Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Business combination, description | Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor, Anchor Investors, or its affiliates, without taking into account any founder shares held by the Sponsor, the Company’s Anchor Investors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. | |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant Price | $ 0.01 | |
IPO [Member] | Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued | 9,997,623 | |
IPO [Member] | Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued | 18,996,197 | |
IPO [Member] | Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued | 8,998,574 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Class A ordinary shares possible redemption | $ 19,995,246 | $ 19,995,246 |
Class B Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares, outstanding | 4,998,811 | 4,998,811 |
Common stock, shares issued | 4,998,811 | 4,998,811 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 1,899,619 | $ 3,039,391 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 999,762 | 1,599,620 |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 899,857 | 1,439,771 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 999,762 | 1,599,620 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 999,762 | 1,599,620 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 899,857 | 1,439,771 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 899,857 | 1,439,771 |
Money Market Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 212,046,647 | 204,641,162 |
Money Market Investments [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 212,046,647 | 204,641,162 |
Money Market Investments [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Money Market Investments [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - Private Placement Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Stock price | $ 9.80 | $ 10.06 |
Exercise price | $ 11.50 | $ 11.50 |
Dividend yield | ||
Expected term | 5 years 4 months 17 days | 5 years 4 months 2 days |
Volatility | 6.40% | 5% |
Risk-free rate | 4.50% | 3.91% |
Fair value | $ 0.10 | $ 0.16 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) - Private Placement Warrants [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Fair value, beginning | $ 899,857 | $ 1,709,729 | $ 1,439,771 |
Change in fair value | (809,872) | 269,958 | |
Fair value, ending | $ 899,857 | $ 899,857 | $ 1,709,729 |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | $ 0.10 | $ 0.16 | ||
Change in fair value of warrant liabilities | $ 0 | $ 2,279,544 | $ 1,139,772 | $ 7,788,441 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | |||||
Nov. 07, 2023 | Sep. 30, 2023 | Oct. 10, 2023 | Oct. 02, 2023 | Sep. 29, 2023 | Sep. 08, 2023 | |
Subsequent Event [Line Items] | ||||||
Remaining Public Share | $ 250,000 | |||||
Class A Ordinary Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Redemption of shares | 6,817,313 | |||||
Redemption, percentage | 34.10% | |||||
Redemption of shares, value | $ 72,546,419 | |||||
Redemption price per share | $ 10.64 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Remaining Public Share | $ 250,000 | |||||
Investers deposited | $ 250,000 | |||||
Sponsor Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Promissory note | $ 1,200,000 | |||||
Sponsor Loan [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Drew down | $ 300,000 | |||||
Seaside Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Drew down | $ 37,500 | |||||
Promissory note | $ 150,000 | |||||
Capricorn Loan [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Drew down | $ 37,500 | |||||
Promissory note | $ 150,000 |