Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | GLOBAL TECHNOLOGY ACQUISITION CORP. I | |
Entity Central Index Key | 0001848821 | |
Entity File Number | 001-40948 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Country | KY | |
Entity Tax Identification Number | 66-0969672 | |
Entity Address, Address Line One | CO Services Cayman Limited P.O. Box 10008 Willow House | |
Entity Address, Address Line Two | Cricket Square | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Postal Zip Code | KY1-1001 | |
City Area Code | 917 | |
Local Phone Number | 338-7786 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | GTAC | |
Security Exchange Name | NASDAQ | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value per share and one-half of one redeemable warrant | |
Trading Symbol | GTACU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | GTACW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,089,996 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Former Address [Member] | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 19 W 24th St. | |
Entity Address, Address Line Two | 10th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 288,000 | $ 744,000 |
Prepaid expenses | 91,000 | 167,000 |
Total current assets | 379,000 | 911,000 |
Non-current asset – Investments held in Trust Account | 22,370,000 | 206,946,000 |
Total assets | 22,749,000 | 207,857,000 |
Current liabilities: | ||
Accounts payable | 93,000 | 73,000 |
Accrued liabilities | 43,000 | 19,000 |
Total current liabilities | 136,000 | 92,000 |
Other liabilities: | ||
Warrant liabilities | 1,435,000 | 615,000 |
Deferred underwriting compensation | 3,675,000 | 3,675,000 |
Total liabilities | 5,246,000 | 4,382,000 |
Commitments and Contingencies (see Note 8) | ||
SHAREHOLDERS' DEFICIT | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Additional paid-in-capital | 0 | 0 |
Accumulated deficit | (4,868,000) | (3,472,000) |
Total shareholders' deficit | (4,867,000) | (3,471,000) |
Total liabilities and shareholders' deficit | 22,749,000 | 207,857,000 |
Common Class A [Member] | ||
Other liabilities: | ||
Class A ordinary shares subject to possible redemption: 2,089,996 and 20,000,000 shares, respectively, at June 30, 2023 and December 31, 2022 (at $10.70 and $10.35 per share, respectively) | 22,370,000 | 206,946,000 |
SHAREHOLDERS' DEFICIT | ||
Common Stock, Value | 0 | 0 |
Common Class B [Member] | ||
SHAREHOLDERS' DEFICIT | ||
Common Stock, Value | $ 1,000 | $ 1,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 220,000,000 | |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Stock, Value | $ 0 | $ 0 |
Temporary Equity, Shares Outstanding | 2,089,996 | 20,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10.7 | $ 10.35 |
Common Class B (Member) | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Common Stock, Value | $ 1,000 | $ 1,000 |
Common Class B (Member) | Before Round Off [Member] | ||
Common Stock, Value | $ 500 | $ 500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and administrative expenses | $ 379,000 | $ 167,000 | $ 576,000 | $ 343,000 |
Loss from operations | (379,000) | (167,000) | (576,000) | (343,000) |
Other income (expense): | ||||
Interest income on Trust Account | 720,000 | 275,000 | 2,899,000 | 296,000 |
Change in fair value of warrant liability | 615,000 | 4,100,000 | (820,000) | 7,995,000 |
Total other income | 1,335,000 | 4,375,000 | 2,079,000 | 8,291,000 |
Net income (loss) | $ 956,000 | $ 4,208,000 | $ 1,503,000 | $ 7,948,000 |
Common Class A [Member] | ||||
Weighted average ordinary shares outstanding | ||||
Basic | 4,845,000 | 20,000,000 | 12,381,000 | 20,000,000 |
Diluted | 4,845,000 | 20,000,000 | 12,381,000 | 20,000,000 |
Net income per ordinary share: | ||||
Basic | $ 0.1 | $ 0.17 | $ 0.09 | $ 0.32 |
Diluted | $ 0.1 | $ 0.17 | $ 0.09 | $ 0.32 |
Common Class B [Member] | ||||
Weighted average ordinary shares outstanding | ||||
Basic | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Diluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Net income per ordinary share: | ||||
Basic | $ 0.1 | $ 0.17 | $ 0.09 | $ 0.32 |
Diluted | $ 0.1 | $ 0.17 | $ 0.09 | $ 0.32 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2021 | $ (16,557,000) | $ 1,000 | $ 0 | $ (16,558,000) |
Beginning balance, Shares at Dec. 31, 2021 | 5,000,000 | |||
Remeasurement of Class A ordinary shares subject to redemption | (300,000) | (300,000) | ||
Net income | 7,948,000 | 7,948,000 | ||
Ending balance at Jun. 30, 2022 | (8,909,000) | $ 1,000 | 0 | (8,910,000) |
Ending balance, Shares at Jun. 30, 2022 | 5,000,000 | |||
Beginning balance at Mar. 31, 2022 | (12,817,000) | $ 1,000 | 0 | (12,818,000) |
Beginning balance, Shares at Mar. 31, 2022 | 5,000,000 | |||
Remeasurement of Class A ordinary shares subject to redemption | (300,000) | (300,000) | ||
Net income | 4,208,000 | 4,208,000 | ||
Ending balance at Jun. 30, 2022 | (8,909,000) | $ 1,000 | 0 | (8,910,000) |
Ending balance, Shares at Jun. 30, 2022 | 5,000,000 | |||
Beginning balance at Dec. 31, 2022 | (3,471,000) | $ 1,000 | 0 | (3,472,000) |
Beginning balance, Shares at Dec. 31, 2022 | 5,000,000 | |||
Remeasurement of Class A ordinary shares subject to redemption | (2,899,000) | (2,899,000) | ||
Net income | 1,503,000 | 1,503,000 | ||
Ending balance at Jun. 30, 2023 | (4,867,000) | $ 1,000 | 0 | (4,868,000) |
Ending balance, Shares at Jun. 30, 2023 | 5,000,000 | |||
Beginning balance at Mar. 31, 2023 | (5,103,000) | $ 1,000 | 0 | (5,104,000) |
Beginning balance, Shares at Mar. 31, 2023 | 5,000,000 | |||
Remeasurement of Class A ordinary shares subject to redemption | (720,000) | (720,000) | ||
Net income | 956,000 | 956,000 | ||
Ending balance at Jun. 30, 2023 | $ (4,867,000) | $ 1,000 | $ 0 | $ (4,868,000) |
Ending balance, Shares at Jun. 30, 2023 | 5,000,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ 956,000 | $ 4,208,000 | $ 1,503,000 | $ 7,948,000 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Income from cash and investments held in Trust Account | (2,899,000) | (296,000) | |||
Change in fair value of warrant liability | (615,000) | (4,100,000) | 820,000 | (7,995,000) | |
Changes in operating assets and liabilities: | |||||
Decrease in prepaid expenses | 76,000 | 95,000 | |||
(Decrease) increase in accounts payable | 20,000 | (35,000) | |||
Increase (decrease) in accrued liabilities and other | 24,000 | (32,000) | |||
Net cash used in operating activities | (456,000) | (315,000) | |||
Cash flows from investing activities: | |||||
Cash withdrawn from Trust Account | 187,475,000 | 0 | |||
Net cash provided by investing activities | 187,475,000 | 0 | |||
Cash flows from financing activities: | |||||
Redemption of 17,910,004 Class A ordinary shares | (187,475,000) | 0 | |||
Net cash used in financing activities | (187,475,000) | 0 | |||
Net change in cash | (456,000) | (315,000) | |||
Cash and cash equivalents at beginning of period | 744,000 | 1,326,000 | $ 1,326,000 | ||
Cash and cash equivalents at end of period | $ 288,000 | $ 1,011,000 | 288,000 | 1,011,000 | $ 744,000 |
Supplemental disclosure of non-cash financing activities: | |||||
Remeasurement of carrying value to redemption value of Class A ordinary shares subject to redemption | $ 2,899,000 | $ 300,000 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) | Apr. 14, 2023 shares |
Common Class A [Member] | |
Stock Redeemed or Called During Period, Shares | 17,910,004 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Liquidity | Note 1—Description of Organization, Business Operations and Liquidity Organization and General: Global Technology Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands as an exempted company on February 9, 2021 At June 30, 2023, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to June 30, 2023 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing an initial Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates non-operating Sponsor and Public Offering: The Company’s sponsor is Global Technology Acquisition I Sponsor LP, an exempted limited liability partnership registered in the Cayman Islands (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $200,000,000 Public Offering (Note 3) and a $10,500,000 private placement (the “Private Placement”) (Note 4), net of expenses of the offering and working capital to be available to the Company as well as subsequent redemptions of shares by shareholders (see below). Upon the closing of the Public Offering and the Private Placement on October 25, 2021, $204,000,000 was deposited in a trust account (the “Trust Account”) and as described further below, on April 14, 2023 a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,370,000 remained in the Trust Account as of June 30, 2023. Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters: On April 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 21,033,957 Ordinary Shares were present in person or by proxy (the “Voting Shareholders”), representing approximately 84.14% of the voting power of the 25,000,000 issued and outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting at the close of business on March 7, 2023, which was the record date (the “Record Date”) for the Extraordinary General Meeting. At the Extraordinary General Meeting, the Voting Shareholders approved, by special resolution, a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must (1) consummate an initial Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete an initial Business Combination, and (3) redeem all of the Class A ordinary shares, included as part of the Units sold in the Public Offering from April 25, 2023 to April 25, 2024 or to October 25, 2024 at the election of the Company in two separate three-month three-month In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. The Trust Account: The funds in the Trust Account are invested only in cash or U.S. government treasury bills with a maturity of one hundred and eighty-five Rule 2a-7 under As discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters, on April 14, 2023, the Company’s shareholders approved the Second Amended and Restated Memorandum and Articles of Association (as defined below) which provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any Class A ordinary shares included in the Units (as defined below) sold in the Public Offering (the “Public Shares”) properly submitted in connection with a shareholder vote to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination prior to April 25, 2024 (or up to October 25, 2024 in two separate three-month three-month pre-Business Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two business days prior to commencement of the tender offer, including interest but less taxes payable and amounts released to the Company for working capital. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the NASDAQ Global Market. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares and Class B ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (total assets less intangible assets and liabilities) to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a holder of Public Shares will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to the shareholders that requested redemption as discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters. As amended, the Company will have until April 25, 2024, (or until October 25, 2024, as described above) to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering. Risks and Uncertainties: COVID-19 COVID-19 Conflict in Ukraine — In February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. Nasdaq Listing: On June 28, 2023, the Company received a written notice (the “Notice”) from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Standard”). The Nasdaq Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5450(b)(1)(A) (Equity Standard) and 5450(b)(3)(A) (Total Assets/Total Revenue Standard). An indicator is displayed with quotation information related to the Company’s securities on NASDAQ.com and NSDAQTrader.com and may be displayed by other third party providers of market data information, however the Notice does not impact the listing of the Company’s securities on the Nasdaq Global Market at this time. The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the Notice, or until December 26, 2023 (the “Compliance Date”), to regain compliance with the Market Value Standard. During this period, the Company’s securities will continue to trade on the Nasdaq Global Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $50 million for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Nasdaq Staff will provide written notification to the Company that it has regained compliance with the Market Value Standard and will close the matter (unless the Nasdaq Staff exercises its discretion to extend this 10 business-day-period If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Nasdaq Staff will provide a written notification to the Company that its securities are subject to delisting. At that time, the Company may appeal the Nasdaq Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Nasdaq Staff to the Panel, such appeal would be successful. The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria. Liquidity and Going Concern: In connection with the assessment of going concern considerations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Statements-Going three-month three-month Further, as shown in the accompanying condensed financial statements, the Company had $288,000 in cash and cash equivalents at June 30, 2023 and negative cash flows from operations of approximately $456,000 for the six months ended June 30, 2023. The Company also has credit available from its Sponsor of up to $1,500,000 in working capital loans as described in Note 5. If the Company were to extend the April 25, 2024 date to October 25, 2024, the Company would have to make extension payments aggregating approximately $418,000 for two three-month extensions. The Company may not have sufficient funds, or funds available, at June 30, 2023 to enable it to sustain operations for a period of at least one year after the issuance date of these condensed financial statements. Management has determined that 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 these condensed financial statements are released. The Company intends to address this by completing a Business Combination within the proscribed timeframe, however there is no assurance that this can be done. The condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission ( the “SEC”), specifically Article 8.03 of regulation S-X, The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K All dollar amounts are rounded to the nearest thousand dollars. Emerging Growth Company: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Net Income (Loss) per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the Class A ordinary share and the Class B ordinary share (collectively, the “Ordinary Shares”) shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive At June 30, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the three months ended June 30, 2023 For the three months ended June 30, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 470,000 $ 486,000 $ 3,336,000 $ 842,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 4,845,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.17 $ 0.17 For the six months ended June 30, 2023 For the six months ended June 30, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 1,071,000 $ 432,000 $ 6,358,000 $ 1,590,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 12,381,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.32 $ 0.32 Investments held in Trust Account: The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured non-financial re-measured Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account and, on April 14, 2023, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,370,000 remained in the Trust Account as of June 30, 2023. The proceeds in the Trust Account may be invested in either cash, U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity - Held-to-maturity Held-to-maturity Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. At June 30, 2023, cash and cash equivalents totaled approximately $288,000 consisting of approximately $15,000 in cash and approximately $273,000 in a bank sponsored, overnight repurchase agreement that matured on July 3, 2023 with interest. At December 31, 2022, the $744,000 in cash and cash equivalents consisted entirely of cash deposits. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term Fair Value Measurements: The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are re-measured non-financial re-measured Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of June 30, 2023, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the Public Warrant and the Private Placement Warrant (as defined below) liabilities. Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. As such, there remain 2,089,996 Class A ordinary shares outstanding as of June 30, 2023, all of which are subject to redemption. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the Company’s condensed balance sheets. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 Subtotal at the date of the Public Offering and at December 31, 2021 204,000,000 Plus: Remeasurement of carrying value to redemption value at December 31, 2022 2,946,000 Subtotal at December 31, 2022 206,946,000 Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023 (187,475,000 ) Plus: Remeasurement of carrying value to redemption value at June 30, 2023 2,899,000 Class A ordinary shares subject to redemption at June 30, 2023 $ 22,370,000 Income Taxes: FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not were accrued for the payment of interest and penalties at June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued third-party non-current net-cash Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. There were no such events that would require adjustment or disclosure in the condensed financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Public Offering | Note 3—Public Offering On October 25, 2021, the Company closed on the Public Offering and sale, including the underwriters’ partial exercise of their over-allotment one-half The Company granted the underwriters a 45-day over-allotments, over-allotment over-allotment The Company paid an underwriting discount of 2.0% of the per Unit price, $4,000,000, to the underwriters at the closing of the Public Offering and was obligated to pay a deferred underwriting fee of 3.5% of the per Unit price, $7,000,000, upon the completion of the Company’s initial Business Combination. On October 3, 2022, one of the underwriters in the Company’s October 25, 2021 Public Offering agreed to forfeit their 47.5% interest in the deferred underwriting compensation of $7,000,000. As such, in October 2022, $3,325,000 was reduced from the deferred underwriting compensation liability and from accumulated deficit. At June 30, 2023 and December 31, 2023, the amount outstanding in the Trust Account was approximately, $22,370,000 and $206,946,000, respectively. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 6 Months Ended |
Jun. 30, 2023 | |
Trust Account And Fair Value Measurement [Abstract] | |
Trust Account And Fair Value Measurement | Note 4—Trust Account and Fair Value Measurement In March 2023, the Trust Account’s investment in money market funds was transferred to cash and as such, at June 30, 2023 the proceeds of the Trust Account were invested in cash. At December 31, 2022, the proceeds of the Trust Account were invested primarily in money market funds meeting certain conditions described in Note 1—Description of Organization, Business Operations and Liquidity—The Trust Account above. On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to shareholders that requested redemption as discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Quoted Prices in Active Markets December 31, 2022 (Level 1) Assets: Money market funds $ 206,946,000 |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 5—Related party transactions Founder Shares: On February 10, 2021, the Sponsor purchased 6,468,750 Class B ordinary shares (the “Founder Shares”) for $25,000 or approximately $0.004 per share (up to 843,750 of which were subject to forfeiture to the extent the underwriters’ over-allotment prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below. On June 30, 2021, the Sponsor surrendered 2,156,250 Class B ordinary shares for no consideration, resulting in 4,312,500 shares outstanding of which 562,500 were subject to forfeiture in the event the underwriters’ over-allotment over-allotment The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants: In connection with the closing of the Public Offering on October 25, 2021 (Note 3), the Sponsor purchased from the Company an aggregate of 10,500,000 warrants at a price of $1.00 per warrant (a purchase price of $10,500,000), in the Private Placement which occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the holders of Public Shares and the Private Placement Warrants issued to the Sponsor will expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked 180 Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement executed in connection with the closing of the Public Offering on October 25, 2021. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” Related Party Loans: In February 2021, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Initial Note”) to cover expenses related to the Public Offering. The Initial Note was non-interest Working Capital Loans: If the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. On June 29, 2023, the Company entered into an unsecured promissory note (the “Note”) with the Sponsor, providing for an aggregate amount of loans up to $1,500,000 to fund the Company’s operating expenses. At June 30, 2023, no amounts have been borrowed under the Note. The Note bears no interest. All unpaid principal under the Note will be payable on the earliest to occur of (i) the date on which the Company consummates an initial Business Combination or (ii) the date of the liquidation of the Company (such date, the “Maturity Date”). In the event the Company consummates its initial Business Combination, the Sponsor has the option on the Maturity Date to convert up to an aggregate of $1,500,000 of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note, and all other sums payable with regard to the Note becoming immediately due and payable. Administrative Services Agreement: The Company has agreed to pay $10,000 a month to the Sponsor under an Administrative Services Agreement for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s website, and miscellaneous additional services. Services commenced on October 21, 2021, the date the Company’s securities were first listed on the NASDAQ Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The Company charged $30,000 and $60,000, and $30,000 and $60,000, respectively, to operations in the three and six months ended June 30, 2023 and 2022, under this agreement. There were approximately $20,000 and $0, respectively, included in accrued liabilities at June 30, 2023 and December 31, 2022. |
Warrant liabilities
Warrant liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant liabilities | Note 6—Warrant liabilities At June 30, 2023 and December 31, 2022, the Company had a total of 20,500,000 warrants outstanding, including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants. The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Company’s management has evaluated its warrants under ASC Subtopic 815-40, Section 815-40-15 fixed-for-fixed The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at June 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 June 30, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 700,000 $ — $ 700,000 $ — Private Placement Warrants $ 735,000 $ — $ 735,000 $ — Warrant liabilities $ 1,435,000 $ — $ 1,435,000 $ — Description December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 300,000 $ 300,000 $ — $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities $ 615,000 $ 300,000 $ 315,000 $ — At December 31, 2022, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.03 per warrant on December 31, 2022). During the three months ended June 30, 2023, the trading in the Company’s warrants became less active. So at June 30, 2023, the Company transferred the Public Warrants from Level 1 to Level 2 (significant other observable inputs) using the public trading price ($0.07 per warrant) as a guide. Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statements of operations. Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. At inception of the warrants on October 25, 2021, which became separable from the Units on December 13, 2022, the Company utilized an independent valuation consultant that used a binomial lattice model incorporating the Cox-Ross-Rubenstein share-price risk-free risk-free zero-coupon The warrant liabilities are not subject to qualified hedge accounting. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Ordinary Shares: The authorized ordinary shares of the Company include 200,000,000 Class A ordinary shares, par value, $0.0001, and 20,000,000 Class B ordinary shares, par value, $0.0001, or 220,000,000 ordinary shares in total. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and Class B ordinary shares. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. At June 30, 2023 and December 31, 2022 there were 5,000,000 Class B ordinary shares issued and outstanding and no Class A ordinary shares issued or outstanding (excluding 2,089,996 and 20,000,000 shares, respectively, subject to possible redemption) as of June 30, 2023 and December 31, 2022. Preferred Shares: The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8—Commitments and Contingencies Registration Rights: The Company’s initial shareholders are, and the holders of the Private Placement Warrants will be, entitled to registration rights, as described in Note 4, pursuant to a registration and shareholder rights agreement signed in connection with the Public Offering. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission ( the “SEC”), specifically Article 8.03 of regulation S-X, The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K All dollar amounts are rounded to the nearest thousand dollars. |
Emerging Growth Company | Emerging Growth Company: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Net Income per Ordinary Share: | Net Income (Loss) per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the Class A ordinary share and the Class B ordinary share (collectively, the “Ordinary Shares”) shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive At June 30, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the three months ended June 30, 2023 For the three months ended June 30, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 470,000 $ 486,000 $ 3,336,000 $ 842,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 4,845,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.17 $ 0.17 For the six months ended June 30, 2023 For the six months ended June 30, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 1,071,000 $ 432,000 $ 6,358,000 $ 1,590,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 12,381,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.32 $ 0.32 |
Investments held in Trust Account | Investments held in Trust Account: The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured non-financial re-measured Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account and, on April 14, 2023, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,370,000 remained in the Trust Account as of June 30, 2023. The proceeds in the Trust Account may be invested in either cash, U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity - Held-to-maturity Held-to-maturity |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. At June 30, 2023, cash and cash equivalents totaled approximately $288,000 consisting of approximately $15,000 in cash and approximately $273,000 in a bank sponsored, overnight repurchase agreement that matured on July 3, 2023 with interest. At December 31, 2022, the $744,000 in cash and cash equivalents consisted entirely of cash deposits. |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. |
Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term |
Fair Value Measurements | Fair Value Measurements: The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are re-measured non-financial re-measured Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of June 30, 2023, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the Public Warrant and the Private Placement Warrant (as defined below) liabilities. |
Offering Costs | Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. As such, there remain 2,089,996 Class A ordinary shares outstanding as of June 30, 2023, all of which are subject to redemption. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the Company’s condensed balance sheets. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 Subtotal at the date of the Public Offering and at December 31, 2021 204,000,000 Plus: Remeasurement of carrying value to redemption value at December 31, 2022 2,946,000 Subtotal at December 31, 2022 206,946,000 Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023 (187,475,000 ) Plus: Remeasurement of carrying value to redemption value at June 30, 2023 2,899,000 Class A ordinary shares subject to redemption at June 30, 2023 $ 22,370,000 |
Income Taxes | Income Taxes: FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not were accrued for the payment of interest and penalties at June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Derivative Financial Instruments | Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued third-party non-current net-cash |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. There were no such events that would require adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares | The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the three months ended June 30, 2023 For the three months ended June 30, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 470,000 $ 486,000 $ 3,336,000 $ 842,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 4,845,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.17 $ 0.17 For the six months ended June 30, 2023 For the six months ended June 30, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 1,071,000 $ 432,000 $ 6,358,000 $ 1,590,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 12,381,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.32 $ 0.32 |
Schedule Of Class A Ordinary Shares Subject To Redemption | Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 Subtotal at the date of the Public Offering and at December 31, 2021 204,000,000 Plus: Remeasurement of carrying value to redemption value at December 31, 2022 2,946,000 Subtotal at December 31, 2022 206,946,000 Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023 (187,475,000 ) Plus: Remeasurement of carrying value to redemption value at June 30, 2023 2,899,000 Class A ordinary shares subject to redemption at June 30, 2023 $ 22,370,000 |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Trust Account And Fair Value Measurement [Abstract] | |
Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Quoted Prices in Active Markets December 31, 2022 (Level 1) Assets: Money market funds $ 206,946,000 |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis | The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at June 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 June 30, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 700,000 $ — $ 700,000 $ — Private Placement Warrants $ 735,000 $ — $ 735,000 $ — Warrant liabilities $ 1,435,000 $ — $ 1,435,000 $ — Description December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 300,000 $ 300,000 $ — $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities $ 615,000 $ 300,000 $ 315,000 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity - Additional Information (Details) | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 28, 2023 USD ($) | Apr. 14, 2023 USD ($) shares | Oct. 25, 2021 USD ($) $ / shares shares | Oct. 25, 2024 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 21, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Oct. 21, 2021 shares | |
Entity incorporation, Date of incorporation | Feb. 09, 2021 | |||||||||
Payments to acquire restricted investments | $ 204,000,000 | $ 204,000,000 | ||||||||
Term of restricted investments | 185 days | 185 days | ||||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | |||||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | |||||||||
Terms of extended period within which business combination shall be consummated from the closing of initial public offering | two separate | |||||||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | |||||||||
Per Share Value Of Restricted Assets | $ / shares | $ 10.2 | |||||||||
Number of days prior to consummation of business combination of amount then on deposit in the trust account determining shares redemption | 2 days | |||||||||
Number of days prior to commencement of tender offer of amount then on deposit in the trust account determining shares redemption | 2 days | |||||||||
Minimum net worth required for compliance | $ 5,000,001 | |||||||||
Number of days within which the public shares shall be redeemed | 10 days | |||||||||
Received from trust account | $ 187,475,000 | |||||||||
Cash | $ 187,475,000 | $ 187,475,000 | ||||||||
Cash flows from operations | $ 456,000 | $ 315,000 | ||||||||
Remaining Amount Held In Trust Account | $ 22,370,000 | $ 206,946,000 | ||||||||
Number of shares held by common shareholders | shares | 21,033,957 | |||||||||
Percentage Of Common Stock Voting Rights | 84.14% | |||||||||
Common stock, shares outstanding | shares | 25,000,000 | |||||||||
Common stock, shares issued | shares | 25,000,000 | |||||||||
Number of consecutive days below the market value of listed securities threshold limit | 30 days | |||||||||
Market value of listed securities threshold limit | $ 50,000,000 | |||||||||
Number of minimum consecutive days of at or above market value of listed securities threshold limit | 10 days | |||||||||
Cash And Cash Equivalents At Carrying Value | $ 288,000 | $ 744,000 | ||||||||
Minimum [Member] | ||||||||||
Business combination, Completion period, End date | Apr. 25, 2024 | |||||||||
Maximum [Member] | ||||||||||
Business combination, Completion period, End date | Oct. 25, 2024 | |||||||||
Payment Made For Each Three Month Extension [Member] | ||||||||||
Share price | $ / shares | $ 0.1 | |||||||||
Reduction of restricted investments | $ 209,000 | |||||||||
Three Month Extension [Member] | ||||||||||
Payments to acquire restricted investments | $ 209,000 | |||||||||
Share price | $ / shares | $ 0.1 | |||||||||
Reduction of restricted investments | $ 209,000 | |||||||||
Sponsor [Member] | ||||||||||
Common stock, shares outstanding | shares | 656,250 | |||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||
Debt instrument, face amount | $ 1,500,000 | |||||||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||||||
Proceeds from issuances of warrants | $ 10,500,000 | |||||||||
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] | ||||||||||
Proceeds from issuances of warrants | 10,500,000 | |||||||||
Subsequent Event [Member] | Payment Made For Each Three Month Extension [Member] | ||||||||||
Payments to acquire restricted investments | $ 418,000 | |||||||||
Common Class A [Member] | ||||||||||
Proceeds from issuance initial public offering | $ 200,000,000 | $ 200,000,000 | ||||||||
Number of shareholders elected to redeem | shares | 167 | |||||||||
Stock redeemed or called during period | shares | 17,910,004 | |||||||||
Percentage of common stock | 89.55% | |||||||||
Percentage Of Common Stock Voting Rights | 89.55% | |||||||||
Common stock, shares outstanding | shares | 0 | 0 | ||||||||
Common stock, shares issued | shares | 0 | 0 | ||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||
Share price | $ / shares | $ 12 | |||||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Stock issued during period, Shares | shares | 20,000,000 | |||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||
Share price | $ / shares | $ 9.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common Class A [Member] | ||||
Basic and diluted net income per ordinary share | ||||
Allocation of income – basic and diluted | $ 470,000 | $ 3,336,000 | $ 1,071,000 | $ 6,358,000 |
Basic weighted average ordinary shares outstanding | 4,845,000 | 20,000,000 | 12,381,000 | 20,000,000 |
Diluted weighted average ordinary shares outstanding | 4,845,000 | 20,000,000 | 12,381,000 | 20,000,000 |
Basic net income per ordinary share | $ 0.1 | $ 0.17 | $ 0.09 | $ 0.32 |
Diluted net income per ordinary share | $ 0.1 | $ 0.17 | $ 0.09 | $ 0.32 |
Common Class B [Member] | ||||
Basic and diluted net income per ordinary share | ||||
Allocation of income – basic and diluted | $ 486,000 | $ 842,000 | $ 432,000 | $ 1,590,000 |
Basic weighted average ordinary shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Diluted weighted average ordinary shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Basic net income per ordinary share | $ 0.1 | $ 0.17 | $ 0.09 | $ 0.32 |
Diluted net income per ordinary share | $ 0.1 | $ 0.17 | $ 0.09 | $ 0.32 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Oct. 25, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Remeasurement of carrying value to redemption value | $ 2,899,000 | $ 300,000 | |||
Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension | (187,475,000) | $ 0 | |||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds of Public Offering | $ 200,000,000 | $ 200,000,000 | |||
Proceeds allocated to Public Warrants | (7,900,000) | ||||
Offering costs | (11,234,000) | ||||
Remeasurement of carrying value to redemption value at Public Offering date | 23,134,000 | ||||
Subtotal at the date of the Public Offering | $ 206,946,000 | $ 204,000,000 | |||
Remeasurement of carrying value to redemption value | 2,899,000 | 2,946,000 | |||
Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension | (187,475,000) | ||||
Class A ordinary shares subject to redemption at March 31, 2023 | $ 22,370,000 | $ 206,946,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) (Parentheticals) | Apr. 14, 2023 shares |
Common Class A [Member] | |
Temporary Equity [Line Items] | |
Stock redeemed or called during period | 17,910,004 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended | ||||
Apr. 14, 2023 USD ($) shares | Oct. 25, 2021 USD ($) shares | Jun. 30, 2023 USD ($) shares | Apr. 21, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | |
Cash, FDIC insured amount | $ 250,000 | ||||
Minimum net worth required for compliance | 5,000,001 | ||||
Unrecognized tax benefits | 0 | $ 0 | |||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 | |||
Income tax expense benefit | 0 | ||||
Costs allocated to equity instruments | $ 11,234,000 | ||||
Warrant liability issuance costs | 491,000 | ||||
Payment of Fess To Financial advisor | 175,000 | ||||
Payments to acquire restricted investments | $ 204,000,000 | $ 204,000,000 | |||
Term of restricted investments | 185 days | 185 days | |||
Cash | $ 187,475,000 | $ 187,475,000 | |||
Assets held-in-trust, noncurrent | $ 22,370,000 | 206,946,000 | |||
Cash and cash equivalents | 288,000 | 744,000 | |||
Cash [Member] | |||||
Cash and cash equivalents | 15,000 | $ 744,000 | |||
Interest-Bearing Deposits [Member] | |||||
Cash and cash equivalents | $ 273,000 | ||||
Common Class A [Member] | |||||
Temporary Equity, Shares Outstanding | shares | 2,089,996 | 20,000,000 | |||
Number of shareholders elected to redeem | shares | 167 | ||||
Stock redeemed or called during period | shares | 17,910,004 | ||||
Percentage of common stock | 89.55% | ||||
Common Class A [Member] | Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 20,500,000 | ||||
IPO Member | |||||
Total Costs Incurred In Connection With Preparation For The Initial Public Offering | $ 11,725,000 | ||||
Offering Costs | 725,000 | ||||
Underwriters Discount | $ 11,000,000 | ||||
IPO Member | Common Class A [Member] | |||||
Stock issued during period, Shares | shares | 20,000,000 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | 6 Months Ended | ||||||
Jul. 31, 2023 | Oct. 23, 2022 | Oct. 25, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Oct. 03, 2022 | Jun. 30, 2021 | |
Deferred underwriting compensation | $ 7,000,000 | ||||||
Percentage of deferred underwriting compensation forfeited | 47.50% | ||||||
Reduction in deferred underwriters' compensation from accumulated deficit | $ 3,325,000 | ||||||
Assets held-in-trust, noncurrent | $ 22,370,000 | $ 206,946,000 | |||||
IPO [Member] | |||||||
Percentage of the per unit price paid as underwriting discount | 2% | ||||||
Payment for underwriting expense | $ 4,000,000 | ||||||
Percentage of the per unit price payable as deferred compensation liability | 3.50% | ||||||
Deferred compensation liability, Noncurrent | $ 7,000,000 | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Stock issued during period, Shares | 20,000,000 | ||||||
Common stock, Conversion basis | Each Unit consists of one of the Company’s Class A ordinary shares and one-half of one Public Warrant | ||||||
Common Class A [Member] | IPO [Member] | Public Warrants [Member] | |||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||||||
Class of warrant or right, Exercise price of warrants or rights | $ 10 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||
Stock issued during period, Shares | 2,500,000 | ||||||
Option vesting period | 45 days | ||||||
Common stock, Shares subscribed but unissued | 2,625,000 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | Public Warrants [Member] | |||||||
Stock issued during period, Shares | 2,500,000 | ||||||
Common Class B [Member] | |||||||
Common stock, shares, subject to forfeiture | 31,250 | 562,500 | |||||
Number of shares surrendered and retired | 31,250 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurement - Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis (Details) | Dec. 31, 2022 USD ($) |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Investments, Fair Value Disclosure | $ 206,946,000 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement - Additional Information (Details) | Apr. 14, 2023 USD ($) |
Trust Account And Fair Value Measurement [Line Items] | |
Received from trust account | $ 187,475,000 |
Related party transactions - Ad
Related party transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||
Jul. 31, 2023 | Jun. 30, 2023 | Oct. 25, 2021 | Jun. 30, 2021 | Feb. 10, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 29, 2023 | Apr. 14, 2023 | Dec. 31, 2022 | Oct. 24, 2021 | Oct. 21, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | 25,000,000 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to Related Parties | $ 20,000 | $ 20,000 | $ 20,000 | $ 0 | ||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | 656,250 | |||||||||||||
Blackout trading period after completion of business combination | 30 days | |||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument maximum draw down amount | $ 300,000 | |||||||||||||
Debt Iistrument Minimum draw down amount | $ 10,000 | |||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2021 | |||||||||||||
Debt instrument, face amount | $ 0 | $ 0 | $ 0 | |||||||||||
Debt instrument conversion price per share | $ 1 | $ 1 | $ 1 | |||||||||||
Long-term debt, gross | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Debt instrument, interest rate, effective percentage | 0% | 0% | 0% | |||||||||||
Debt instrument, maturity date, description | (i) the date on which the Company consummates an initial Business Combination or (ii) the date of the liquidation of the Company (such date, the “Maturity Date”). | |||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | $ 0 | $ 0 | $ 240,000 | |||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 1,500,000 | 1,500,000 | 1,500,000 | |||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of ordinary shares to Sponsor (in shares) | 1 | |||||||||||||
Related party transaction fees payable per month | $ 10,000 | $ 30,000 | $ 60,000 | $ 30,000 | $ 60,000 | |||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants or rights warrants issued during the period | 10,500,000 | |||||||||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | |||||||||||||
Proceeds from issuances of warrants | $ 10,500,000 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price | $ 9.2 | $ 9.2 | $ 9.2 | |||||||||||
Exercise price of warrant | $ 11.5 | |||||||||||||
Percentage of equity proceeds from issuance | 60% | 60% | 60% | |||||||||||
Price threshold of newly issued stock to cause adjustment of exercise warrant price | $ 9.2 | $ 9.2 | $ 9.2 | |||||||||||
Percentage of warrant exercise price adjusted to price received in new issuance | 115% | 115% | 115% | |||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold One [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Target share price of warrants or rights for redemption | $ 18 | $ 18 | $ 18 | |||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold Two [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Target share price of warrants or rights for redemption | $ 10 | |||||||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price | $ 12 | $ 12 | $ 12 | |||||||||||
Threshold trading days | 20 days | |||||||||||||
Threshold consecutive trading days | 30 days | |||||||||||||
Period after initial business combination for determining share price | 150 days | |||||||||||||
Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares, subject to forfeiture | 31,250 | 562,500 | ||||||||||||
Common stock, shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,031,250 | |||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of ordinary shares to Sponsor (in shares) | 6,468,750 | |||||||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||||||||
Sale of stock price per share | $ 0.004 | |||||||||||||
Common stock, shares, subject to forfeiture | 843,750 | |||||||||||||
Stock surrendered during period shares | 2,156,250 | |||||||||||||
Common stock, shares outstanding | 4,312,500 | |||||||||||||
Minimum holding period for transfer, assignment or sale of Founder Shares | 1 year |
Warrant liabilities - Schedule
Warrant liabilities - Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Warrant Liabilities: | ||
Derivative liability | $ 1,435,000 | $ 615,000 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | $ 700,000 | $ 300,000 |
Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 735,000 | 315,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 300,000 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 300,000 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 1,435,000 | 315,000 |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 700,000 | 0 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 735,000 | 315,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | $ 0 | $ 0 |
Warrant liabilities - Additiona
Warrant liabilities - Additional Information (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 20,500,000 | 20,500,000 |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 10,000,000 | 10,000,000 |
Estimated Fair Value Of Warrants Determined Based On Publicy Observable Units From Trading In An Active Market Price Per Warrant | $ 0.07 | $ 0.03 |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 10,500,000 | 10,500,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) | 6 Months Ended | ||||
Apr. 14, 2023 USD ($) shares | Jun. 30, 2023 Vote $ / shares shares | Apr. 21, 2023 USD ($) | Dec. 31, 2022 $ / shares shares | Oct. 21, 2021 shares | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 220,000,000 | ||||
Common stock, shares issued | 25,000,000 | ||||
Common stock, shares outstanding | 25,000,000 | ||||
Preferred stock, par value | $ / shares | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Cash | $ | $ 187,475,000 | $ 187,475,000 | |||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | Vote | 1 | ||||
Common stock, shares issued | 0 | 0 | |||
Common stock, shares outstanding | 0 | 0 | |||
Temporary Equity, Shares Outstanding | 2,089,996 | 20,000,000 | |||
Number of shareholders elected to redeem | 167 | ||||
Stock redeemed or called during period | 17,910,004 | ||||
Percentage of common stock | 89.55% | ||||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | Vote | 1 | ||||
Common stock, shares issued | 5,000,000 | 5,000,000 | |||
Common stock, shares outstanding | 5,000,000 | 5,000,000 | 5,031,250 |