| Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting
Policies Basis of Presentation The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally
included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes
necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the
accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary
for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K as filed with the SEC
on April 14, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of
the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an
emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period, which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging
growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial
statements in conformity with GAAP requires 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 unaudited condensed financial statements and the reported
amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from
those estimates. Cash and Cash Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of September 30, 2023 and December 31, 2022. As of September 30, 2023 and December 31, 2022, the Company had operating
cash (i.e. cash held outside the Trust Account) of $52,704 and $618,891, respectively. Marketable Securities in the Trust Account As of September 30, 2023 and December 31,
2022, the Company had a total of $1,971,740 and $208,242,878 in the Trust Account held money market funds, respectively. The Company’s
portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities
are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying
statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value
Measurement The carrying amounts reflected in the balance
sheet for current assets and current liabilities approximate fair value due to their short-term nature. GAAP specifies a three-level hierarchy that is
used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active
markets (i.e. observable inputs) and the lowest priority to data lacking transparency (i.e. unobservable inputs). An instrument’s
categorization within the fair value hierarchy is based on the lowest level of significant inputs to its valuation. The following is
a description of the three hierarchy levels. Level 1 — Assets and liabilities with unadjusted,
quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in
active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement
are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable
inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement
are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets
or liabilities. See Note 9 for additional information on assets
and liabilities measured at fair value. Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary
shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated
fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company issued 10,062,500 warrants
to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,150,000
Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with
ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair
value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change
in fair value is recognized in the statement of operations. The fair value of warrants issued in connection with the Initial Public Offering
were measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Offering Costs Offering costs consist of legal, accounting,
underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the
completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class
A ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s
Class A ordinary shares were charged to temporary equity. Class A Ordinary Shares Subject to Possible
Redemption All of the 20,125,000 Class A ordinary shares
sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public
Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business
Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance
with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions
not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
Therefore, all Class A ordinary shares have been classified outside of permanent equity. Accordingly, as of September 30, 2023 and
December 31, 2022, 151,426 and 20,125,000, respectively, Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets, respectively. The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end
of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against
additional paid-in capital (to the extent available) and accumulated deficit. The redemption value of the redeemable ordinary shares
as of September 30, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses
(up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $3,710,486 for
the nine months ended September 30, 2023. As of September 30, 2023 and December 31,
2022, the Class A ordinary shares subject to redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible
redemption
Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 208,142,878
Plus:
Additional remeasurement of carrying value to redemption value as of March 31, 2023 2,316,631
Class A ordinary shares subject to possible redemption as of March 31, 2023 $ 210,459,509
Plus:
Initial pre-extension redemption (209,981,624 )
Additional remeasurement of carrying value to redemption value as of June 30, 2023 1,368,534
Class A ordinary shares subject to possible redemption as of June 30, 2023 $ 1,846,419
Plus:
Additional remeasurement of carrying value to redemption value as of September 30, 2023 25,321
Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 1,871,740 Net Income Per Ordinary Share Net income per ordinary share is computed by
dividing net income by the weighted-average number of ordinary shares outstanding during the period. The net income per share calculation
allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share
is the same for Class A and Class B ordinary shares. The remeasurement of Class A ordinary shares subject to redemption to redemption
value is excluded from the earnings per share as the redemption value approximates fair value. Class B ordinary shares subject to forfeiture
are not considered in the calculation of diluted income per share until the forfeiture contingency has lapsed. The Company has not considered
the effect of the Public Warrants (as defined in Note 3) and Private Placement Warrants to purchase an aggregate of 20,212,500 shares
in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation
of basic and diluted net income per ordinary share:
For the Three Months Ended
September 30, 2023 September 30, 2022
Class A Class B Class A Class B
Basic and diluted net income per share:
Numerator:
Net income $ 16,211 $ 718,150 $ 2,103,842 $ 701,281
Denominator:
Basic and diluted weighted average shares outstanding 151,426 6,708,333 20,125,000 6,708,333
Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.10 $ 0.10
For the Nine Months Ended
September 30, 2023 September 30, 2022
Class A Class B Class A Class B
Basic and diluted net income per share:
Numerator:
Net income $ 2,095,692 $ 1,371,844 $ 9,630,874 $ 3,210,291
Denominator:
Basic and diluted weighted average shares outstanding 10,247,958 6,708,333 20,125,000 6,708,333
Basic and diluted net income per share $ 0.20 $ 0.20 $ 0.48 $ 0.48 Income Taxes The Company complies with the accounting and
reporting requirements of ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and
no amounts accrued for interest and penalties as of September 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 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 period presented. The Inflation Reduction Act (“IRA”)
was enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases that occur after December 31,
2022 and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT will
be effective for the Company beginning in fiscal 2023. Currently, the Company is not expecting the IRA to have an adverse impact to our
financial statements. Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal
depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company
is not exposed to significant risks on such account. Recent Accounting Standards Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed
financial statements. |
