Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Beard Energy Transition Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001847351 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-41098 | |
Entity Tax Identification Number | 86-1990354 | |
Entity Address, Address Line One | 595 Madison Avenue | |
Entity Address, Address Line Two | 28th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (713) | |
Local Phone Number | 446-6259 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Class A Common Stock and one-half of one warrant | ||
Document Information Line Items | ||
Trading Symbol | BRD.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one warrant | |
Security Exchange Name | NYSE | |
Class A common stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | BRD | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | BRD.WS | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 7,128,354 | |
Class V Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,751,250 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 316,543 | $ 1,076,578 |
Prepaid expenses | 77,591 | 327,260 |
Prepaid income tax | 300,696 | |
Business combination reimbursement receivable (Note 1) | 3,737,820 | |
Total current assets | 4,432,650 | 1,403,838 |
Investments held in Trust Account | 76,110,991 | 237,947,675 |
Total assets | 80,543,641 | 239,351,513 |
Current liabilities: | ||
Accounts payable | 37,801 | 3,350 |
Accrued expenses and other current liabilities | 3,804,187 | 435,373 |
Accrued offering costs | 175,000 | 175,000 |
Income tax payable | 617,905 | |
Franchise tax payable | 67,600 | 201,626 |
Promissory Note for Trust Extension Payments | 640,000 | |
Due to Sponsor | 1,425 | |
Total current liabilities | 4,724,588 | 1,434,679 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Total liabilities | 12,774,588 | 9,484,679 |
Commitments and Contingencies (Note 7) | ||
Redeemable Class A Common Stock, Class A common stock, $0.0001 par value, subject to possible redemption, 7,128,354 and 23,001,250 shares at redemption value at September 30, 2023 and December 31, 2022, respectively | 76,110,991 | 237,947,676 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (8,262,538) | (8,001,245) |
Total Beard Energy Transition Acquisition Corp. deficit | (8,261,963) | (8,000,670) |
Non-controlling interest in subsidiary | (79,975) | (80,172) |
Total stockholders’ deficit | (8,341,938) | (8,080,842) |
Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit | 80,543,641 | 239,351,513 |
Class A Common Stock | ||
Stockholders’ Deficit: | ||
Common stock, value | ||
Class V Common Stock | ||
Stockholders’ Deficit: | ||
Common stock, value | $ 575 | $ 575 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Temporary equity, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 7,128,354 | 23,001,250 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class V Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,751,250 | 5,751,250 |
Common stock, shares outstanding | 5,751,250 | 5,751,250 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating and formation costs | $ 96,826 | $ 162,118 | $ 713,136 | $ 844,561 |
Franchise tax | 50,000 | 50,000 | 150,000 | 150,000 |
Loss from operations | (146,826) | (212,118) | (863,136) | (994,561) |
Interest and dividend income on investments held in Trust Account | 976,867 | 1,038,232 | 5,651,328 | 1,360,721 |
Income before income taxes | 830,041 | 826,114 | 4,788,192 | 366,160 |
Income tax expense | (194,642) | (207,529) | (1,155,279) | (217,148) |
Net income | 635,399 | 618,585 | 3,632,913 | 149,012 |
Net income attributable to non-controlling interest in subsidiary | 34 | 34 | 197 | 8 |
Net income attributable to Beard Energy Transition Acquisition Corp. | $ 635,365 | $ 618,551 | $ 3,632,716 | $ 149,004 |
Class A Common Stock | ||||
Basic weighted average shares outstanding (in Shares) | 7,128,354 | 23,001,250 | 15,559,013 | 23,001,250 |
Basic net income (loss) per share (in Dollars per share) | $ 0.09 | $ 0.03 | $ 0.23 | $ 0.01 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - Class A Common Stock - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Diluted weighted average shares outstanding | 7,128,354 | 23,001,250 | 15,559,013 | 23,001,250 |
Diluted net income (loss) per share | $ 0.09 | $ 0.03 | $ 0.23 | $ 0.01 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Redeemable Class A Common Stock | Class V Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non- controlling Interest in Subsidiary | Total |
Balance at Dec. 31, 2021 | $ 234,626,959 | $ 575 | $ (5,887,803) | $ (80,238) | $ (5,967,466) | |
Balance (in Shares) at Dec. 31, 2021 | 23,001,250 | 5,751,250 | ||||
Balance at Mar. 31, 2022 | $ 234,642,103 | $ 575 | (6,306,809) | (80,260) | (6,386,494) | |
Balance (in Shares) at Mar. 31, 2022 | 23,001,250 | 5,751,250 | ||||
Subsequent accretion of Class A common stock subject to redemption | $ 15,144 | (15,144) | (15,144) | |||
Net income (loss) | (403,862) | (22) | (403,884) | |||
Balance at Dec. 31, 2021 | $ 234,626,959 | $ 575 | (5,887,803) | (80,238) | (5,967,466) | |
Balance (in Shares) at Dec. 31, 2021 | 23,001,250 | 5,751,250 | ||||
Balance at Sep. 30, 2022 | $ 235,987,681 | $ 575 | (7,099,521) | (80,230) | (7,179,176) | |
Balance (in Shares) at Sep. 30, 2022 | 23,001,250 | 5,751,250 | ||||
Net income (loss) | 149,012 | |||||
Balance at Mar. 31, 2022 | $ 234,642,103 | $ 575 | (6,306,809) | (80,260) | (6,386,494) | |
Balance (in Shares) at Mar. 31, 2022 | 23,001,250 | 5,751,250 | ||||
Balance at Jun. 30, 2022 | $ 234,949,448 | $ 575 | (6,679,839) | (80,264) | (6,759,528) | |
Balance (in Shares) at Jun. 30, 2022 | 23,001,250 | 5,751,250 | ||||
Subsequent accretion of Class A common stock subject to redemption | $ 307,345 | (307,345) | (307,345) | |||
Net income (loss) | (65,685) | (4) | (65,689) | |||
Balance at Sep. 30, 2022 | $ 235,987,681 | $ 575 | (7,099,521) | (80,230) | (7,179,176) | |
Balance (in Shares) at Sep. 30, 2022 | 23,001,250 | 5,751,250 | ||||
Subsequent accretion of Class A common stock subject to redemption | $ 1,038,233 | (1,038,233) | (1,038,233) | |||
Net income (loss) | 618,551 | 34 | 618,585 | |||
Balance at Dec. 31, 2022 | $ 237,947,676 | $ 575 | (8,001,245) | (80,172) | (8,080,842) | |
Balance (in Shares) at Dec. 31, 2022 | 23,001,250 | 5,751,250 | ||||
Balance at Mar. 31, 2023 | $ 240,468,343 | $ 575 | (9,254,381) | (80,103) | (9,333,909) | |
Balance (in Shares) at Mar. 31, 2023 | 23,001,250 | 5,751,250 | ||||
Subsequent accretion of Class A common stock subject to redemption | $ 2,520,667 | (2,520,667) | (2,520,667) | |||
Net income (loss) | 1,267,531 | 69 | 1,267,600 | |||
Balance at Dec. 31, 2022 | $ 237,947,676 | $ 575 | (8,001,245) | (80,172) | (8,080,842) | |
Balance (in Shares) at Dec. 31, 2022 | 23,001,250 | 5,751,250 | ||||
Balance at Sep. 30, 2023 | $ 76,110,991 | $ 575 | (8,262,538) | (79,975) | (8,341,938) | |
Balance (in Shares) at Sep. 30, 2023 | 7,128,354 | 5,751,250 | ||||
Net income (loss) | 3,632,913 | |||||
Balance at Mar. 31, 2023 | $ 240,468,343 | $ 575 | (9,254,381) | (80,103) | (9,333,909) | |
Balance (in Shares) at Mar. 31, 2023 | 23,001,250 | 5,751,250 | ||||
Balance at Jun. 30, 2023 | $ 75,213,164 | $ 575 | (8,000,076) | (80,009) | (8,079,510) | |
Balance (in Shares) at Jun. 30, 2023 | 7,128,354 | 5,751,250 | ||||
Subsequent accretion of Class A common stock subject to redemption | $ 475,515 | (475,515) | (475,515) | |||
Redemption of Class A common stock | $ (165,730,694) | |||||
Redemption of Class A common stock (in Shares) | (15,872,896) | |||||
Net income (loss) | 1,729,820 | 94 | 1,729,914 | |||
Balance at Sep. 30, 2023 | $ 76,110,991 | $ 575 | (8,262,538) | (79,975) | (8,341,938) | |
Balance (in Shares) at Sep. 30, 2023 | 7,128,354 | 5,751,250 | ||||
Subsequent accretion of Class A common stock subject to redemption | $ 897,827 | (897,827) | (897,827) | |||
Net income (loss) | $ 635,365 | $ 34 | $ 635,399 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 3,632,913 | $ 149,012 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest and dividend income on investments held in Trust Account | (5,651,328) | (1,360,721) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 249,669 | 248,669 |
Accounts payable | 34,451 | (257) |
Accrued expenses | 3,368,814 | 224,176 |
Income tax payable | (617,905) | 217,148 |
Franchise tax payable | (134,026) | (28,142) |
Prepaid income tax | (300,696) | |
Business combination reimbursement receivable (Note 1) | (3,737,820) | |
Net cash used in operating activities | (3,155,928) | (550,115) |
Cash Flows from Investing Activities: | ||
Advances from Trust Account for payment to redeeming stockholders | 165,730,694 | |
Advances from Trust Account for tax payments | 2,397,318 | |
Payments to Trust Account | (640,000) | |
Net cash provided by investing activities | 167,488,012 | |
Cash Flows from Financing Activities: | ||
Due to Sponsor | (1,425) | |
Advance from related party | 1,966 | |
Payment to redeeming stockholders | (165,730,694) | |
Proceeds from promissory note for trust extension payments | 640,000 | |
Repayment of advance from related party | (1,944) | |
Net cash (used in) provided by financing activities | (165,092,119) | 22 |
Net Change in Cash | (760,035) | (550,093) |
Cash - Beginning of period | 1,076,578 | 1,732,774 |
Cash - End of period | 316,543 | 1,182,681 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Subsequent accretion of Class A common stock subject to redemption as of September 30, 2023 and 2022, respectively | $ 3,894,009 | $ 1,360,722 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Beard Energy Transition Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 8, 2021. As used herein, “the Company” refers to Beard Energy Transition Acquisition Corp. and its majority-controlled operating subsidiary, Beard Energy Transition Acquisition Holdings LLC (the “Opco”), unless the context indicates otherwise. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). All activity for the three and nine months ended September 30, 2023 and for the three and nine months ended September 30, 2022 relates to the Company’s formation, and, since the closing of the initial public offering (“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 generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and a portion of the proceeds derived from the sale of Private Placement Warrants (as defined below) that were placed in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2021. On November 29, 2021, the Company consummated the Initial Public Offering of 23,000,000 units, (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 12,225,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Beard Energy Transition Acquisition Sponsor LLC (the “Sponsor”), including 1,200,000 Private Placement Warrants issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $12,225,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 29, 2021, an amount of $234,625,500 from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the proceeds of the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $13,308,754, consisting of $4,600,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees and $658,754 of other offering costs. On May 18, 2023, the underwriters agreed to waive its their rights to its portion of the fee payable by the Company for deferred underwriting commissions of $8,050,000 upon, and subject only to, to consummation of the Business Combination with Suntuity Renewables LLC (“Suntuity”). Following the Initial Public Offering, the Public Stockholders (as defined below) hold a direct economic equity ownership interest in the Company in the form of shares of Class A common stock, and an indirect ownership interest in Opco through the Company’s ownership of Class A Units of Opco. By contrast, the Initial Stockholders (as defined below) own direct economic interests in Opco in the form of Class A and Class B Units of Opco and a corresponding non-economic voting equity interest in the form of the Company’s Class V common stock, as well as a direct interest in the form of the Company’s Class A common stock. The Class A common stock forming part of the Sponsor Shares (as defined in Note 4) were purchased for $10.00 each and, in the absence of an initial Business Combination, will generally participate in liquidation or other payments on a pari passu basis with the shares of Class A common stock purchased as part of Units in the Initial Public Offering. The Company will provide the holders (the “Public Stockholders”) of the Public Shares 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. Unless otherwise stated herein, the term “Public Shares” includes the 1,250 shares of Class A common stock of the Company held by the Sponsor and forming part of the Sponsor Shares (as defined in Note 4). The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. The Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). On May 25, 2023 the Company held a special meeting of stockholders (the “Special Meeting”) where the stockholders of the Company approved the Amended and Restated Investment Management Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company (the “A&R IMTA”). On May 26, 2023, the Company and Continental Stock Transfer & Trust Company entered into the A&R IMTA. The A&R Charter (i) extends the date by which the Company must complete a business combination (the “Initial Extension”) from 18 months (or 21 months if the Company chooses to exercise its option to extend the date by an additional three months) to 25 months from the closing of the Company’s initial public offering (with no Extension Option) or such earlier date as determined by the Company’s board of directors (the “Board”) and (ii) reflects certain other non-substantive changes to the Company’s charter. The Company must deposit into the Trust Account $160,000 on the thirtieth day of each month (or if such thirtieth day is not a business day, on the business day immediately preceding such thirtieth day, and except in the case of December 2023, when payment shall be made on the twenty-ninth day of the month) beginning on June 30, 2023. In connection with the Initial Extension Amendment Proposal, the Company was required to permit public stockholders to redeem their shares of the Company’s Class A Common Stock. Of the 23,001,250 shares of the company’s Class A common stock outstanding, the holders of 15,872,896 shares of the Company’s Class A common stock elected to redeem their shares at a per share redemption price of approximately $10.44. Following the redemptions, as of September 30, 2023, the Company had 7,128,354 shares of the Company’s Class A Common Stock outstanding and $76,110,991 remained in the Trust Account (i.e. approximately $10.68 per share of the Company’s Class A Common Stock). The holders of the Founder Shares and Sponsor Shares (the “Initial Stockholders”) will not be entitled to (i) redemption rights with respect to any Founder Shares, Sponsor Shares or Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares, Sponsor Shares or Public Shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) (a) in a manner that would affect 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 25 months from the closing of the Initial Public Offering or (b) with respect to any other provision relating to the rights of holders of the Class A common stock or pre-initial business combination activity or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within 26 months from the closing of the Initial Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares and any Sponsor Shares (Class A common stock and Class A Units only) they hold if the Company fails to complete a Business Combination within such time period. The Company will have until 25 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. 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 and not previously released to pay taxes of the Company or Opco (less an amount required to satisfy taxes of the Company and Opco and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares and Class A Units of Opco (other than those held by the Company), which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire without value to the holder thereof if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. On May 18, 2023, the underwriters agreed to waive its their rights to its portion of the fee payable by the Company for deferred underwriting commissions of $8,050,000 upon, and subject only to, to consummation of the Business Combination with Suntuity. In the event of such redemption, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. Suntuity Business Combination Agreement On May 18, 2023, the Company, a Delaware corporation (“Acquiror” or “SPAC”), Suntuity Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“New PubCo”), Beard Merger Sub I Corp., a Delaware corporation and wholly owned subsidiary of New PubCo (“Merger Sub I”), Beard Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of New PubCo (“Merger Sub II” and together with Acquiror, New PubCo and Merger Sub I, the “Acquiror Group”), Suntuity Renewables LLC, a New Jersey limited liability company (the “Company”), and Gregory A. Beard, an individual residing in New York (“Beard”), entered into a business combination agreement (the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”). Pursuant to the Suntuity Business Combination Agreement, the Company and Suntuity will become wholly-owned subsidiaries of New PubCo through a series of mergers. The Agreement specifically provides: ● Each of New PubCo and the Merger Subs are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement. New PubCo is a wholly-owned direct subsidiary of Beard and each Merger Sub is a wholly-owned direct subsidiary of New PubCo. ● On the Closing Date, each of the following transactions will occur in the following order: (i) Merger Sub I will merge with and into Beard (the “First Merger”), with Beard surviving the First Merger as a wholly-owned subsidiary of New PubCo (the “First Surviving Company”); (ii) pursuant to a contribution agreement (a) Beard will contribute to New PubCo all of the Class A units (“Class A Units”) of Beard Energy Transition Acquisition Holdings LLC (“OpCo”) held by him in exchange for an equal number of shares of New PubCo Class A Common Stock, (b) Sponsor will contribute to New PubCo all of the Class B units of OpCo held by it (after giving effect to any forfeitures pursuant to the Sponsor Agreement) in exchange for an equal number of shares of New PubCo Class A Common Stock and (c) all outstanding shares of New PubCo Class V Common Stock issued in the First Merger shall be cancelled for no consideration; and (iii) Merger Sub II will merge with and into the Company (the “Suntuity Merger”), with the Company surviving the Suntuity Merger as a wholly-owned subsidiary of New PubCo. Following the transactions, the Surviving Companies will be wholly-owned subsidiaries of New PubCo. Each Merger will become effective when a certificate of merger is filed with the Secretary of State of Delaware or the Secretary of State of New Jersey, as the case may be. The date and time at which the Mergers become effective is defined as the “Effective Time”. At the Effective Time: each share of Beard Class A Common Stock and Beard Class V Common Stock issued and outstanding immediately prior to the Effective Time being automatically converted into the right to receive one validly issued, fully paid and nonassessable share of New PubCo Class A Common Stock and New PubCo Class V Common Stock, respectively; each issued and outstanding Public Warrant (“Public Warrant” as defined in Note 3) and Private Placement Warrant (as defined in Note 1) to purchase shares of Class A Common Stock of the Company that is outstanding immediately prior to the Effective Time, will convert automatically into a New PubCo Warrant (the “New PubCo Warrants”); each outstanding Beard Unit will automatically be cancelled and exchanged for one New PubCo Unit, whereby each New PubCo Unit will be comprised of one share of New PubCo Class A Common Stock and one-half of one New PubCo Warrant; and; the Sponsor will forfeit up to 3,527,485 shares of New PubCo Common Stock, and forfeit up to an aggregate of up to 12,224,335 private placement warrants and transfer 50% of any warrants not forfeited to the equityholders of Suntuity. At the Suntuity Merger Effective Time, the Suntuity Shares issued and outstanding immediately prior to the Suntuity Merger Effective Time will be cancelled and exchanged for (i) a number of shares of New PubCo Class A Common Stock equal to (x) the Suntuity Consideration Shares divided by (y) the sum of the total number of Company Interests, including Company Interests subject to Company Restricted Unit Awards, issued and outstanding immediately prior to the Suntuity Merger Effective Time and (ii) a number of New PubCo Warrants pursuant to the Sponsor Agreement. Each Suntuity Restricted Unit Award that is outstanding as of immediately prior to the Suntuity Merger Effective Time, shall, effective as of the Suntuity Merger Effective Time, cease to represent a Company Restricted Unit Award and thereafter constitute an award, on the same terms and conditions, with respect to the number of shares of New PubCo Class A Common Stock equal to (x) the Suntuity Consideration Shares divided by (y) the sum of the total number of Company Interest, including Company Interests subject to Company Restricted Unit Awards, issued and outstanding immediately prior to the Suntuity Merger Effective Time. The aggregate consideration to be paid to the equityholders of Suntuity in the Mergers (the “Merger Consideration”) will consist of 19,000,000 newly issued shares of New PubCo Class A Common Stock (the “Stock Consideration”). Certain Suntuity Related Agreements Lock-up Agreement In connection with the entry into the Business Combination Agreement, Acquiror, New PubCo and the current members of the Company and certain of their affiliates (the “Lock-Up Parties”) entered into a Lock-Up Agreement (each, a “Lock-Up Agreement” and collectively, the “Lock-Up Agreements”), pursuant to which, among other things, the Lock-Up Parties agreed not to transfer their New PubCo Class A Common Stock received in connection with the Transactions until the earlier of (i) one year after the Closing, and (ii) subsequent to the Closing, if (A) the last reported sale price of the New PubCo Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Closing or (B) New PubCo consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their shares of New PubCo Class A Common Stock for cash, securities or other property. Support Agreement In connection with the entry into the Business Combination Agreement, Acquiror and the Suntuity Chief Executive Officer (the “Requisite Company Member”), entered into a support agreement (the “Company Support Agreement”), pursuant to which, among other things, the Requisite Company Member agreed to execute and deliver a written consent approving the Business Combination Agreement and the Transactions (the “Written Consent”) within two business days after the effectiveness of the Registration Statement and to vote in favor of the approval and adoption of the Business Combination Agreement and the Transactions and the transactions contemplated thereby (the “Business Combination”). Sponsor Agreement In connection with the entry into the Business Combination Agreement, Acquiror, Sponsor, OpCo, Beard, the Company and New PubCo entered into a Sponsor Agreement (the “Sponsor Agreement”), pursuant to which, among other things, the Sponsor agreed to (a) engage in certain transactions, including forfeitures, with respect to the OpCo Class B Units and Acquiror Class V Common Stock held by Sponsor or its permitted transferee immediately before the First Merger Effective Time as further described in the Sponsor Agreement, and (b) engage in certain transactions, including forfeitures, with respect to the Acquiror Warrants held by Sponsor or its permitted transferee immediately before the First Merger Effective Time as further described in the Sponsor Agreement, and the Sponsor and Beard agreed to (x) vote to adopt and approve the Business Combination Agreement and the Transactions, and (y) waive certain anti-dilution adjustments. Promissory Note On May 26, 2023, Suntuity Renewables LLC (“Suntuity”) agreed to loan the Company up to $1,120,000 in connection with the extension payments (“Suntuity Promissory Note”) . This loan is non-interest bearing. Beginning on June 30, 2023, and thereafter on the thirtieth day of each month (or if such thirtieth day is not a business day, on the business day immediately preceding such thirtieth day, and except in the case of December 2023, when payment shall be made on the twenty-ninth of the month) until the earliest to occur of: (i) the consummation of the Business Combination; the (ii) date on which the Business Combination Agreement dated May 18, 2023 (the “BCA”) between and among Suntuity and SPAC and the other parties thereto is terminated pursuant to its terms, (iii) December 29, 2023; and (iv) if the Business Combination is not consummated, the date of the liquidation of SPAC’s Trust Account, as determined in the sole discretion of SPAC’s board of directors, Suntuity shall advance directly to the Trust Account $160,000. The outstanding balance under the Promissory Note of as of the date of this filing amounted to an aggregate of $800,000. As of September 30, 2023, the outstanding balance under the Promissory Note amounted to an aggregate of $640,000. Suntuity Reimbursement Agreement In connection with the Business Combination Agreement dated May 18, 2023, Suntuity agreed to reimburse all expenses incurred by Beard in connection with the BCA, whether or not the business combination is consummated; New PubCo shall pay or cause to be paid any expenses of the Company or the Sponsor incurred in connection with the BCA; including, for the avoidance of doubt, (a) any Deferred IPO Fees, and (b) any fees, costs and expenses of counsel, accountants or other advisors or service providers. As of September 30, 2023, the Company has $3,737,820 receivable under the Suntuity Reimbursement Agreement. Liquidity, Capital Resources, and Going Concern As of September 30, 2023, the Company had a working capital deficit of $291,938, including $316,543 in its operating bank account. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2023, will not be sufficient to allow the Company to operate until December 29, 2023, the date at which the Company must complete a Business Combination. While the Company expects to have sufficient access to additional sources of capital under Working Capital Loans (as defined in Note 4), there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. Further, if a Business Combination is not consummated by December 29, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed consolidated financial statements are issued. Management plans to address this uncertainty through a Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On August 16, 2023, the Company received notice from the New York Stock Exchange (the “NYSE”) indicating that the Company was deficient in meeting the requirements of Section 303A.07(c) of the NYSE Listed Company Manual because the Company has not established and maintained an internal audit function within the one year period from the Company’s listing on the NYSE. The notice from the NYSE stated that, unless the Company cured the deficiency by August 22, 2023, the Company would be deemed noncompliant. The Company failed to cure the deficiency by August 22, 2023 and was therefore deemed noncompliant by the NYSE. As of the filing date of the financial statements, the Company has not been delisted. A delisting may adversely affect the Company’s ability to raise funds in the capital markets. |
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 Principles of Consolidation and Financial Statement Presentation The accompanying condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 13, 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. The condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of September 30, 2023 and December 31, 2022. Non-controlling Interest The ownership interest of non-controlling participants in the operating subsidiary is included as a separate component of stockholders’ deficit. The non-controlling interest in the operating subsidiary consists of Class A Units in Opco issued to an affiliate of the Sponsor and Class B Units in Opco issued to the Sponsor. Prior to an initial Business Combination, profits and losses of Opco are allocated to the holders of the Class A Units pro rata in accordance with the number of Class A Units held by such holder. Holder of the Class B Units do not participate in the profits and losses of Opco until conversion of the Class B Units to Class A Units in connection with an initial Business Combination. See Note 6 for additional details regarding Class A and Class B Units issued by Opco. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), Private Placement Warrants, and Class A common stock subject to redemption required management to exercise significant judgement in its estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents and presented as cash. The Company did not have any cash equivalents as of September 30, 2023 or December 31, 2022. Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Interest and dividend income resulting from these securities is included in income from investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at fair value at their issuance date and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Public Warrants and Private Placement Warrants are equity classified (see Note 5). Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income Per Common Share Net income per common share is computed by dividing net income (loss) by the weighted-average number of shares of Class A common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,725,000 earnings and losses to Class A common stock and Class V common stock under a methodology that assumed that accretion to redemption value was considered to be a dividend paid to the holders of shares of Class A common stock and that both Class A common stock and Class V common stock participated on a pro rata basis in undistributed earnings and losses. The Company has since determined that shares of Class V common stock do not have contractual participation rights and are not considered participating securities under the two-class method. As such, Class V common stock should not receive allocations of undistributed earnings and losses. previous and revised calculations of basic and diluted net income per common share of Beard Energy Transaction Acquisition Corp. (“BETA”) for each prior interim period of the current year, and each prior interim period restated (in dollars, except per share amounts): As Reported Adjustment As Revised YTD Weighted Average EPS Income EPS Income EPS Income Q3 2022 Class A 23,001,250 $ 0.02 $ 391,379 $ (0.01 ) $ (242,375 ) $ 0.01 $ 149,004 Class V 5,751,250 (0.04 ) (242,375 ) 0.04 242,375 0.00 — As Reported Adjustment As Revised QTD Weighted Average EPS Income EPS Income EPS Income Q3 2022 Class A 23,001,250 $ 0.03 $ 702,498 0.00 $ (83,898 ) $ 0.03 $ 618,551 Class V 5,751,250 (0.01 ) (83,947 ) 0.01 83,947 0.00 — As of September 30, 2023 and December 31, 2022, no The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,725,000 Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 9 for additional information on assets and liabilities measured at fair value. Class A Common Stock Subject to Possible Redemption All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering and the 1,250 shares of Class A common stock purchased by an affiliate of the Sponsor on February 9, 2021 contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in accumulated deficit. On November 29, 2021, the Company recorded an adjustment to present the redeemable Class A common stock at redemption value of $30,362,644, of which $24,665,315 was recorded against additional paid-in capital and $5,697,329 was recorded in accumulated deficit. For the period ended December 31, 2022, the Company recorded a subsequent adjustment of $3,320,717 to present redeemable Class A common stock at redemption value, which was recorded in accumulated deficit. For the nine months ended September 30, 2023, the Company recorded adjustments totaling $3,894,009 to present redeemable Class A common stock at redemption value, which was recorded in accumulated deficit. For the nine months ended September 30, 2022, the Company recorded adjustments totaling $1,360,722 to present redeemable Class A common stock at redemption value, which was recorded in accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no See Note 8 for additional information on income taxes for the periods presented. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2021. On November 29, 2021, the Company consummated the Initial Public Offering of 23,000,000 Units, including 3,000,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $230,000,000. Each Unit consisted of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 5). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares and Sponsor Shares On February 9, 2021, an affiliate of the Sponsor paid an aggregate of $25,000 to cover certain offering expenses of the Company in exchange for the issuance of (i) 1,250 shares of the Class A common stock, (ii) 1,250 shares of the Company’s Class V common stock and (iii) 1,250 Class A Units of Opco. On February 10, 2021, the Sponsor acquired 7,187,500 Class B Units of Opco (which are profits interest only units) and 7,187,500 shares of the Company’s Class V common stock for no consideration. Also in February 2021, the Company paid $12,500 in exchange for 1,250 Class A Units of Opco. In October 2021, the Sponsor surrendered to the Company for no The Company refers to the 5,750,000 Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) and corresponding number of shares of Class V common stock collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of shares of Class V common stock, which together will be exchangeable for shares of the Company’s Class A common stock after the time of an initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. The Company refers to the 1,250 shares of the Company’s Class A common stock and the 1,250 Class A Units of Opco and a corresponding number of shares of the Company’s non-economic Class V common stock (which together will be exchangeable into shares of Class A common stock after an initial Business Combination on a one-for-one basis) collectively as the “Sponsor Shares”. The Initial Stockholders have agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. The forfeiture would have been adjusted to the extent that the over-allotment option was not exercised in full by the underwriter so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Sponsor Shares). Pursuant to the exercise of the underwriter’s over-allotment option in full, the 750,000 Founder Shares are no longer subject to forfeiture. The Class B Units of Opco will convert into Class A Units of Opco in connection with an initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of shares of Class V common stock, which together will be exchangeable for shares of Class A common stock after the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. If additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the number of Class A Units of Opco into which the Class B Units of Opco will convert may be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon exchange of all Founder Shares will equal, in the aggregate, on an as-exchanged basis, 20% of the sum of the total outstanding shares of the Company’s common stock upon completion of the Initial Public Offering (excluding the Sponsor Shares and any shares issuable upon exercise of the warrants), plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). In addition, the number of outstanding shares of Class V common stock will be adjusted through a stock split or stock dividend so that the total number of outstanding shares of Class V common stock corresponds to the total number of Class A Units of Opco outstanding (other than those held by the Company) plus the total number of Class A Units Opco into which the outstanding Class B Units of Opco are entitled to convert. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares or Sponsor Shares held by them, and any shares of the Company’s Class A common stock acquired upon exchange of Founder Shares or Sponsor Shares, until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 12,225,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, including 1,200,000 Private Placement Warrants issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $12,225,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Indemnity The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes of the Company or Opco, except as to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. The Company has not asked the Sponsor to reserve for such indemnification obligations as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to reimburse an affiliate of the Sponsor a total of up to $25,000 per month for administrative support as may be reasonably required by the Company. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. Pursuant to this administrative support agreement, the Company incurred $50,001 and $150,003 in expenses during the three and nine months ended September 30, 2023, respectively. The Company paid $0 and $100,002 in expenses under this agreement during the three and nine months ended September 30, 2023, respectively. The Company incurred $50,001 and $150,003 in expenses under this agreement during the three and nine months ended September 30, 2022, respectively. The Company paid $50,001 and $150,003 under this agreement during the three and nine months ended September 30, 2022, respectively. These amounts are included in operation and formation costs on the accompanying condensed consolidated statement of operations. Advance from Related Party The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. For the three and nine months ended September 30, 2023, payments of $205 and $3,955, were paid by certain affiliate employees for operational expenses on behalf of the Company, and $0 and $4,100 was repaid back to the certain affiliate employees, respectively. For the three and nine months ended September 30, 2022, there were no related party advances. Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was no |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 5. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination, and are thereafter exercisable provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use its commercially reasonable efforts to file a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement with the SEC under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement or post-effective amendment to the registration for the Initial Public Offering, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its 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 elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In addition, if any such registration statement has not been declared effective by the sixtieth (60th) business day following the closing of the initial Business Combination, holders of the warrants will have the right, during the period beginning on the sixty first (61st) business day after the closing of the initial Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company has failed to have maintained an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period or the Company has elected to require exercise of the warrants on a “cashless basis.” If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including consolidation, combination, reverse share split, reclassification or similar event. If (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuance represents 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 consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) 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, with respect to the Public Warrants only, (ii) the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants have terms and provisions that are substantially identical to the Public Warrants, except that the Private Placement Warrants will not be redeemable by the Company and may be exercised for cash or on a “cashless basis.” The Company accounts for the 23,725,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 12,225,000 Private Placement Warrants) in accordance with the guidance contained in ASC 480 and ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders | |
STOCKHOLDERS' DEFICIT | NOTE 6. STOCKHOLDERS’ DEFICIT Preferred stock no Class A common stock — Class V common stock — Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. On any other matter submitted to a vote of the Company’s stockholders, holders of Class A common stock and holders of Class V common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Class A and Class B Units issued by Opco — The Class B Units of Opco will convert into Class A Units of Opco in connection with an initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In addition, following an initial Business Combination, holders of Class A Units of Opco (other than the Company) will have the right, subject to certain limitations, to exchange Class A Units of Opco (and a corresponding number of shares of Class V common stock) for, at the Company’s option, (i) shares of Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, or (ii) a corresponding amount of cash. The decision to make a cash payment upon an exercise of an exchange right will be made by the Company’s independent directors. The value of the Class B Units is classified as non-controlling interests and has a balance of $79,975 and $80,172 as of September 30, 2023 and December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Agreement The holders of the Founder Shares, Sponsor Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of working capital loans (and any shares of the Company’s Class A common stock issuable upon the exercise of the Private Placement Warrants or exchange of the Founder Shares issued upon exercise of the Private Placement Warrants and Public Warrants that may be issued upon conversion of working capital loans and upon exchange of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after the Founder Shares become exchangeable for the shares of Class A common stock). The holders of these securities, having at least $25 million in the aggregate, are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter purchased 3,000,000 Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions. The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $4,600,000. Additionally, the underwriter will be entitled to a deferred underwriting commission of 3.5%, or $8,050,000, of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. On May 18, 2023, the underwriters agreed to waive its their rights to its portion of the fee payable by the Company for deferred underwriting commissions of $8,050,000 upon, and subject only to, to consummation of the Business Combination with Suntuity. As of September 30, 2023, the conditions required for liability extinguishment have not been met as the liability has not been paid and the Company has not been legally released from being the primary obligor under the underwriting agreement as the waiver relates solely to the Business Combination with Suntuity and this Business Combination was not completed as of September 30, 2023. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 23.4% and 24.1%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2022 was 25.1% and 59.3%. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and nine months ended September 30, 2023. The Company believes that, at this time, the use of the discrete method for the three and nine months ended September 30, 2023 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of 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: Description Amount at Fair Level 1 Level 2 Level 3 September 30, 2023 (unaudited) Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 76,110,991 $ 76,110,991 $ — $ — Description Amount at Fair Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 237,947,675 $ 237,947,675 $ — $ — The assets held in the Trust Account as of September 30, 2023 and December 31, 2022 are comprised solely of U.S. government securities or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. |
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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Financial Statement Presentation | Principles of Consolidation and Financial Statement Presentation The accompanying condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 13, 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. The condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of September 30, 2023 and December 31, 2022. |
Non-controlling Interest | Non-controlling Interest The ownership interest of non-controlling participants in the operating subsidiary is included as a separate component of stockholders’ deficit. The non-controlling interest in the operating subsidiary consists of Class A Units in Opco issued to an affiliate of the Sponsor and Class B Units in Opco issued to the Sponsor. Prior to an initial Business Combination, profits and losses of Opco are allocated to the holders of the Class A Units pro rata in accordance with the number of Class A Units held by such holder. Holder of the Class B Units do not participate in the profits and losses of Opco until conversion of the Class B Units to Class A Units in connection with an initial Business Combination. See Note 6 for additional details regarding Class A and Class B Units issued by Opco. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), Private Placement Warrants, and Class A common stock subject to redemption required management to exercise significant judgement in its estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents and presented as cash. The Company did not have any cash equivalents as of September 30, 2023 or December 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Interest and dividend income resulting from these securities is included in income from investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at fair value at their issuance date and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Public Warrants and Private Placement Warrants are equity classified (see Note 5). |
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 Expenses of Offering |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Net Income Per Common Share | Net Income Per Common Share Net income per common share is computed by dividing net income (loss) by the weighted-average number of shares of Class A common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,725,000 earnings and losses to Class A common stock and Class V common stock under a methodology that assumed that accretion to redemption value was considered to be a dividend paid to the holders of shares of Class A common stock and that both Class A common stock and Class V common stock participated on a pro rata basis in undistributed earnings and losses. The Company has since determined that shares of Class V common stock do not have contractual participation rights and are not considered participating securities under the two-class method. As such, Class V common stock should not receive allocations of undistributed earnings and losses. previous and revised calculations of basic and diluted net income per common share of Beard Energy Transaction Acquisition Corp. (“BETA”) for each prior interim period of the current year, and each prior interim period restated (in dollars, except per share amounts): As Reported Adjustment As Revised YTD Weighted Average EPS Income EPS Income EPS Income Q3 2022 Class A 23,001,250 $ 0.02 $ 391,379 $ (0.01 ) $ (242,375 ) $ 0.01 $ 149,004 Class V 5,751,250 (0.04 ) (242,375 ) 0.04 242,375 0.00 — As Reported Adjustment As Revised QTD Weighted Average EPS Income EPS Income EPS Income Q3 2022 Class A 23,001,250 $ 0.03 $ 702,498 0.00 $ (83,898 ) $ 0.03 $ 618,551 Class V 5,751,250 (0.01 ) (83,947 ) 0.01 83,947 0.00 — As of September 30, 2023 and December 31, 2022, no The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,725,000 |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 9 for additional information on assets and liabilities measured at fair value. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering and the 1,250 shares of Class A common stock purchased by an affiliate of the Sponsor on February 9, 2021 contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in accumulated deficit. On November 29, 2021, the Company recorded an adjustment to present the redeemable Class A common stock at redemption value of $30,362,644, of which $24,665,315 was recorded against additional paid-in capital and $5,697,329 was recorded in accumulated deficit. For the period ended December 31, 2022, the Company recorded a subsequent adjustment of $3,320,717 to present redeemable Class A common stock at redemption value, which was recorded in accumulated deficit. For the nine months ended September 30, 2023, the Company recorded adjustments totaling $3,894,009 to present redeemable Class A common stock at redemption value, which was recorded in accumulated deficit. For the nine months ended September 30, 2022, the Company recorded adjustments totaling $1,360,722 to present redeemable Class A common stock at redemption value, which was recorded in accumulated deficit. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no See Note 8 for additional information on income taxes for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Common Share | The following tables reflect the previous and revised calculations of basic and diluted net income per common share of Beard Energy Transaction Acquisition Corp. (“BETA”) (in dollars, except per share amounts): As Reported Adjustment As Revised YTD Weighted Average EPS Income EPS Income EPS Income Q3 2022 Class A 23,001,250 $ 0.02 $ 391,379 $ (0.01 ) $ (242,375 ) $ 0.01 $ 149,004 Class V 5,751,250 (0.04 ) (242,375 ) 0.04 242,375 0.00 — As Reported Adjustment As Revised QTD Weighted Average EPS Income EPS Income EPS Income Q3 2022 Class A 23,001,250 $ 0.03 $ 702,498 0.00 $ (83,898 ) $ 0.03 $ 618,551 Class V 5,751,250 (0.01 ) (83,947 ) 0.01 83,947 0.00 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Table Presents Information about the Company’s Financial Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of 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: Description Amount at Fair Level 1 Level 2 Level 3 September 30, 2023 (unaudited) Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 76,110,991 $ 76,110,991 $ — $ — Description Amount at Fair Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 237,947,675 $ 237,947,675 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
May 18, 2023 | Nov. 29, 2021 | May 26, 2023 | Sep. 30, 2023 | |
Description of Organization and Business Operations [Line Items] | ||||
Issuances described amount | $ 13,308,754 | |||
Cash underwriting fees | 4,600,000 | |||
Deferred underwriting fees | 8,050,000 | |||
Other offering costs | 658,754 | |||
Deferred underwriting commissions | $ 8,050,000 | 8,050,000 | ||
Trust account | $ 160,000 | |||
Redemption price per share (in Dollars per share) | $ 10.44 | |||
Shares of common stock (in Shares) | 7,128,354 | |||
Trust account | $ 76,110,991 | |||
Common stock per share (in Dollars per share) | $ 10.68 | |||
Company obligation to redeem | 100% | |||
Interest to pay | $ 100,000 | |||
Warrants shares (in Shares) | 1 | |||
Shares of common Stock (in Shares) | 3,527,485 | |||
Aggregate share (in Shares) | 12,224,335 | |||
Warrants percentage | 50% | |||
Common stock, exceeds per share (in Dollars per share) | $ 12 | |||
Agreed to loan | $ 1,120,000 | |||
Trust account | $ 160,000 | |||
Promissory Note amount | $ 800,000 | |||
Aggregate amount | 640,000 | |||
Reimbursement agreement | 3,737,820 | |||
Deficit in working capital | 291,938 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Initial public offering common stock (in Shares) | 23,000,000 | |||
Net proceeds | $ 234,625,500 | |||
Cash underwriting fees | 4,600,000 | |||
Other offering costs | $ 658,754 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Initial public offering common stock (in Shares) | 3,000,000 | |||
Gross proceeds from initial public offering | $ 230,000,000 | |||
Class A Common Stock [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
price per share (in Dollars per share) | $ 10 | |||
Common stock, outstanding shares (in Shares) | 23,001,250 | |||
Redemption shares (in Shares) | 15,872,896 | |||
Aggregate consideration (in Shares) | 19,000,000 | |||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Initial public offering common stock (in Shares) | 23,000,000 | |||
Gross proceeds from initial public offering | $ 230,000,000 | |||
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Initial public offering common stock (in Shares) | 3,000,000 | |||
Public Shares [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Trust account (in Dollars per share) | $ 10.2 | |||
Public Shares [Member] | Class A Common Stock [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Company stock held by sponsor (in Shares) | 1,250 | |||
Warrant [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Cash at bank | $ 316,543 | |||
Beard Energy Transition Acquisition Sponsor LLC [Member] | Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Class of warrants and rights issued during the period (in Shares) | 1,200,000 | |||
Beard Energy Transition Acquisition Sponsor LLC [Member] | Private Placement [Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
Class of warrants and rights issued during the period (in Shares) | 12,225,000 | |||
Class of warrants and rights issued, price per warrant (in Dollars per share) | $ 1 | |||
Generating gross proceeds | $ 12,225,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 29, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 09, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Offering costs | $ 165,730,694 | ||||
Cash underwriting fees | 4,600,000 | ||||
Other offering costs | 658,754 | ||||
FDIC insured amount | $ 250,000 | ||||
Purchase an aggregate of shares (in Shares) | 23,725,000 | ||||
Founder shares subject to forfeiture (in Shares) | |||||
Redemption value, adjustment | $ 3,894,009 | ||||
Additional paid-in capital | |||||
Accumulated deficit | (8,262,538) | (8,001,245) | |||
Unrecognized tax benefits | |||||
Initial Public Offering [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Offering costs | 13,308,754 | ||||
Cash underwriting fees | 4,600,000 | ||||
Deferred underwriting fee | 8,050,000 | ||||
Other offering costs | $ 658,754 | ||||
Warrant [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Purchase an aggregate of shares (in Shares) | 23,725,000 | ||||
Temporary Equity [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Offering costs | $ 12,512,144 | ||||
Initial Public Offering [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Offering costs | 796,610 | ||||
Class A common stock [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Common stock subject to possible redemption (in Shares) | 1,250 | ||||
Redemption value, adjustment | $ 30,362,644 | $ 1,360,722 | $ 3,320,717 | ||
Additional paid-in capital | 24,665,315 | ||||
Accumulated deficit | $ 5,697,329 | ||||
Class A common stock [Member] | Initial Public Offering [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Common stock subject to possible redemption (in Shares) | 23,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share [Line Items] | ||||
Weighted Average Share Counts Basic (in Shares) | 7,128,354 | 23,001,250 | 15,559,013 | 23,001,250 |
Earning per shares Basic | $ 0.09 | $ 0.03 | $ 0.23 | $ 0.01 |
Class V [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share [Line Items] | ||||
Weighted Average Share Counts Basic (in Shares) | 5,751,250 | 5,751,250 | ||
Previously Reported [Member] | Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share [Line Items] | ||||
Earning per shares Basic | $ 0.03 | $ 0.02 | ||
Income Allocated Basic (in Dollars) | $ 702,498 | $ 391,379 | ||
Previously Reported [Member] | Class V [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share [Line Items] | ||||
Earning per shares Basic | $ (0.01) | $ (0.04) | ||
Income Allocated Basic (in Dollars) | $ (83,947) | $ (242,375) | ||
Restatement [Member] | Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share [Line Items] | ||||
Earning per shares Basic | $ 0 | $ (0.01) | ||
Income Allocated Basic (in Dollars) | $ (83,898) | $ (242,375) | ||
Restatement [Member] | Class V [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share [Line Items] | ||||
Earning per shares Basic | $ 0.01 | $ 0.04 | ||
Income Allocated Basic (in Dollars) | $ 83,947 | $ 242,375 | ||
Revised [Member] | Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share [Line Items] | ||||
Earning per shares Basic | $ 0.03 | $ 0.01 | ||
Income Allocated Basic (in Dollars) | $ 618,551 | $ 149,004 | ||
Revised [Member] | Class V [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share [Line Items] | ||||
Earning per shares Basic | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Previously Reported [Member] | Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Parentheticals) [Line Items] | ||
Earning per shares Basic Diluted | $ 0.03 | $ 0.02 |
Income Allocated Basic Diluted (in Dollars) | $ 702,498 | $ 391,379 |
Previously Reported [Member] | Class V [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Parentheticals) [Line Items] | ||
Earning per shares Basic Diluted | $ (0.01) | $ (0.04) |
Income Allocated Basic Diluted (in Dollars) | $ (83,947) | $ (242,375) |
Restatement [Member] | Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Parentheticals) [Line Items] | ||
Earning per shares Basic Diluted | $ 0 | $ (0.01) |
Income Allocated Basic Diluted (in Dollars) | $ (83,898) | $ (242,375) |
Restatement [Member] | Class V [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Parentheticals) [Line Items] | ||
Earning per shares Basic Diluted | $ 0.01 | $ 0.04 |
Income Allocated Basic Diluted (in Dollars) | $ 83,947 | $ 242,375 |
Revised [Member] | Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Parentheticals) [Line Items] | ||
Earning per shares Basic Diluted | $ 0.03 | $ 0.01 |
Income Allocated Basic Diluted (in Dollars) | $ 618,551 | $ 149,004 |
Revised [Member] | Class V [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Parentheticals) [Line Items] | ||
Earning per shares Basic Diluted | $ 0 | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | |
Nov. 29, 2021 | Sep. 30, 2023 | |
Initial Public Offering [Line Items] | ||
Common stock of one redeemable warrant | one-half of one redeemable warrant | |
Purchase one share of common stock | 1 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Initial public offering units issued | 23,000,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Initial public offering units issued | 3,000,000 | |
Generating gross proceeds (in Dollars) | $ 230,000,000 | |
Class A Common Stock [Member] | IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Initial public offering units issued | 23,000,000 | |
Generating gross proceeds (in Dollars) | $ 230,000,000 | |
Unit redeemable warrant | 1 | |
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Initial public offering units issued | 3,000,000 | |
Public Warrant [Member] | Class A Common Stock [Member] | IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Warrant entitles exercise price (in Dollars per share) | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 10, 2021 | Feb. 09, 2021 | Oct. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Company paid exchange | $ 12,500 | |||||||
Administrative Expenses | $ 0 | $ 100,002 | ||||||
Advance from related party | $ 1,966 | |||||||
Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrant exercise price (in Dollars per share) | $ 1 | $ 1 | ||||||
Balance outstanding | ||||||||
Warrant [Member] | Working Capital Loans [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt conversion amount | $ 1,500,000 | |||||||
Class A Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding (in Shares) | ||||||||
Common stock conversion basis | one-for-one basis | |||||||
Percentage of outstanding shares | 20% | |||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||
Class V Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding (in Shares) | 5,751,250 | 5,751,250 | 5,751,250 | |||||
Class A Units [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued (in Shares) | 1,250 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued (in Shares) | 12,225,000 | 12,225,000 | ||||||
Price per share (in Dollars per share) | $ 1 | $ 1 | ||||||
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued (in Shares) | 1,200,000 | 1,200,000 | ||||||
Gross proceeds from issuance of warrants | $ 12,225,000 | |||||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued (in Shares) | 1,250 | |||||||
Sponsor [Member] | Class A Common Stock [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued (in Shares) | 1 | 1 | ||||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||||
Sponsor [Member] | Class V Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued (in Shares) | 1,250 | |||||||
Sponsor shares (in Shares) | 7,187,500 | |||||||
Sponsor shares forfeited (in Shares) | 1,437,500 | |||||||
Common stock, shares outstanding (in Shares) | 5,751,250 | |||||||
Sponsor [Member] | Class A Units [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued (in Shares) | 1,250 | |||||||
Sponsor [Member] | Class B Units [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued (in Shares) | 5,750,000 | |||||||
Sponsor shares (in Shares) | 7,187,500 | |||||||
Sponsor shares forfeited (in Shares) | 1,437,500 | |||||||
Common stock, shares outstanding (in Shares) | 5,750,000 | 5,750,000 | ||||||
Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock conversion basis | one-for-one basis | |||||||
Founder [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sponsor shares forfeited (in Shares) | 750,000 | |||||||
Founder [Member] | Class A Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding (in Shares) | 1,250 | 1,250 | ||||||
Common stock conversion basis | one-for-one basis | |||||||
Founder [Member] | Class A Common Stock [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sponsor shares forfeited (in Shares) | 750,000 | |||||||
Percentage of issued and outstanding shares | 20% | |||||||
Founder [Member] | Class A Units [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding (in Shares) | 1,250 | 1,250 | ||||||
Common stock conversion basis | one-for-one basis | |||||||
Founder [Member] | After Date of Consummation of Initial Business Combination [Member] | Class A Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price (in Dollars per share) | $ 12 | $ 12 | ||||||
Period from business combination | 150 days | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate paid | $ 25,000 | |||||||
Shares forfeited, value | ||||||||
Expenses incurred on administrative support | $ 50,001 | $ 150,003 | ||||||
Amount paid for administrative support | 50,001 | 150,003 | ||||||
Advance from related party | $ 205 | $ 3,955 | ||||||
Trust Account [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 10.2 | $ 10.2 | ||||||
Administrative Support Agreement [Member] | Sponsor [Member] | IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount paid for administrative support | $ 50,001 | $ 150,003 | ||||||
Administrative Support Agreement [Member] | Sponsor [Member] | IPO [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly payment on administrative support | 25,000 | |||||||
Sponsor Officers and Directors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Affiliate operational expenses | $ 0 | $ 4,100 |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Warrants [Line Items] | |
Public warrants, description | Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ●if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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. |
Warrant price per share | $ 0.01 |
Equity proceeds percentage | 60% |
Price per share | $ 9.2 |
Price per share redemption | $ 18 |
IPO [Member] | |
Warrants [Line Items] | |
Warrants issued (in Shares) | shares | 23,725,000 |
Minimum [Member] | |
Warrants [Line Items] | |
Exercise price percentage | 115% |
Maximum [Member] | |
Warrants [Line Items] | |
Exercise price percentage | 180% |
Class A Common Stock [Member] | |
Warrants [Line Items] | |
Price per share | $ 9.2 |
Public Warrants [Member] | IPO [Member] | |
Warrants [Line Items] | |
Warrants issued (in Shares) | shares | 11,500,000 |
Private Placement Warrants [Member] | IPO [Member] | |
Warrants [Line Items] | |
Warrants issued (in Shares) | shares | 12,225,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit [Line Items] | ||
Preferred stock, share authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, Voting rights | one | |
Non-controlling interests (in Dollars) | $ 79,975 | $ 80,172 |
Preferred Stock [Member] | ||
Stockholders' Deficit [Line Items] | ||
Preferred stock, share authorized | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Class A Common Stock [Member] | ||
Stockholders' Deficit [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 7,128,354 | 23,001,250 |
Common stock, shares outstanding | 7,128,354 | 23,001,250 |
Class V Common Stock [Member] | ||
Stockholders' Deficit [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,751,250 | 5,751,250 |
Common stock, shares outstanding | 5,751,250 | 5,751,250 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | May 18, 2023 | |
Commitments and Contingencies [Line Items] | ||
Aggregate amount | $ 25,000,000 | |
Percentage of underwriting discount | 2% | |
Cash underwriting discount | $ 4,600,000 | |
Percentage of deferred underwriting commission | 3.50% | |
Deferred underwriting commission | $ 8,050,000 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Underwriter purchased units (in Shares) | 3,000,000 | |
IPO [Member] | ||
Commitments and Contingencies [Line Items] | ||
Cash underwriting discount | $ 4,600,000 | |
Deferred underwriting commission | $ 8,050,000 |
Income Tax (Details)
Income Tax (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Income Tax [Abstract] | ||
Effective tax rate | 23.40% | 24.10% |
Statutory income tax rate | 25.10% | 59.30% |
Valuation allowance deferred tax assets percentage | 21% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Table Presents Information about the Company’s Financial Assets that are Measured at Fair Value on a Recurring Basis - Money Market Funds [Member] - Fair Value, Recurring [Member] - US Treasury Securities [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements (Details) - Schedule of Table Presents Information about the Company’s Financial Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
U.S. Treasury Securities Money Market Funds | $ 76,110,991 | $ 237,947,675 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of Table Presents Information about the Company’s Financial Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
U.S. Treasury Securities Money Market Funds | 76,110,991 | 237,947,675 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of Table Presents Information about the Company’s Financial Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
U.S. Treasury Securities Money Market Funds | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of Table Presents Information about the Company’s Financial Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
U.S. Treasury Securities Money Market Funds |