Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | Focus Impact BH3 Acquisition Company | |
Entity Central Index Key | 0001851612 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40868 | |
Entity Tax Identification Number | 86-2249068 | |
Entity Address, Address Line One | 1345 Avenue of the Americas | |
Entity Address, Address Line Two | 33rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10105 | |
City Area Code | 954 | |
Local Phone Number | 416-3140 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | BHAC | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | BHACW | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant | |
Trading Symbol | BHACU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,312,029 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 56,600 | $ 13,715 |
Total current assets | 56,600 | 13,715 |
Cash, cash equivalents, and marketable securities held-to-maturity in Trust Account, at amortized cost | 53,335,870 | 51,340,014 |
Total assets | 53,392,470 | 51,353,729 |
Current liabilities | ||
Accounts payable | 132 | |
Income taxes payable | 889,614 | 86,230 |
Derivative warrant liability | $ 896,790 | $ 2,122,940 |
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Convertible promissory note – related party, at fair value | $ 197,680 | $ 300,000 |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Note payable – related party | $ 350,880 | |
Total current liabilities | 2,335,096 | $ 2,509,170 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Total liabilities | 10,385,096 | 10,559,170 |
Commitments and contingencies (Note 7) | ||
Temporary equity | ||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 5,012,592 shares issued and outstanding at approximately $10.44 and $10.00 redemption value at September 30, 2023 and December 31, 2022 | 52,346,256 | 50,125,920 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding | ||
Accumulated deficit | (9,339,457) | (9,331,936) |
Total stockholders' deficit | (9,338,882) | (9,331,361) |
Total liabilities, temporary equity and stockholders' deficit | 53,392,470 | 51,353,729 |
Common Class B [Member] | ||
Stockholders' deficit | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2023 and December 31, 2022 | $ 575 | $ 575 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares issued | 10,762,592 | |
Common stock shares outstanding | 10,762,592 | |
Common Class A [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 5,012,592 | 5,012,592 |
Common stock shares outstanding | 5,012,592 | 5,012,592 |
Common stock, subject to possible redemption | $ 10.44 | $ 10 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 5,750,000 | 5,750,000 |
Common stock shares outstanding | 5,750,000 | 5,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Formation and operating costs | $ (185,297) | $ (445,631) | $ (788,932) | $ (1,446,914) |
Loss from operations | (185,297) | (445,631) | (788,932) | (1,446,914) |
Other income (expense): | ||||
Interest income | 709,811 | 1,411,236 | 1,874,489 | 1,722,936 |
Change in fair value of derivative warrant liabilities | (524,470) | 352,629 | 1,226,150 | 6,274,173 |
Change in fair value of convertible promissory note | (56,185) | 360,789 | ||
Total other income | 129,156 | 1,763,865 | 3,461,428 | 7,997,109 |
Income before provision for income taxes | (56,141) | 1,318,234 | 2,672,496 | 6,550,195 |
Provision for income taxes | (645,032) | 0 | (889,614) | |
Net income (loss) | $ (701,173) | $ 1,318,234 | 1,782,882 | 6,550,195 |
Class A Common Stock subject to possible redemption [Member] | ||||
Other income (expense): | ||||
Net income (loss) | $ (203,741) | $ 3,861,807 | ||
Weighted average shares outstanding, Basic | 5,012,592 | 23,000,000 | 5,012,592 | 23,000,000 |
Weighted average shares outstanding, Diluted | 5,012,592 | 23,000,000 | 5,012,592 | 23,000,000 |
Net income (loss) per share, Basic | $ (0.02) | $ 0.06 | $ 0.4 | $ 0.24 |
Net income (loss) per share, Diluted | $ (0.02) | $ 0.06 | $ 0.4 | $ 0.24 |
Class B Common Stock [Member] | ||||
Other income (expense): | ||||
Net income (loss) | $ (233,713) | $ 965,452 | ||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Net income (loss) per share, Basic | $ (0.1) | $ 0 | $ (0.04) | $ 0.17 |
Net income (loss) per share, Diluted | $ (0.1) | $ 0 | $ (0.04) | $ 0.17 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Total | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member] Common Stock [Member] |
Beginning balance at Dec. 31, 2021 | $ (13,027,247) | $ 0 | $ 0 | $ (13,027,822) | $ 0 | $ 575 | ||
Beginning balance, Shares at Dec. 31, 2021 | 0 | 0 | 5,750,000 | |||||
Net income (loss) | 355,796 | 355,796 | ||||||
Ending balance at Mar. 31, 2022 | (12,671,451) | $ 0 | 0 | (12,672,026) | $ 0 | $ 575 | ||
Ending balance, Shares at Mar. 31, 2022 | 0 | 0 | 5,750,000 | |||||
Beginning balance at Dec. 31, 2021 | (13,027,247) | $ 0 | 0 | (13,027,822) | $ 0 | $ 575 | ||
Beginning balance, Shares at Dec. 31, 2021 | 0 | 0 | 5,750,000 | |||||
Net income (loss) | 6,550,195 | $ 3,861,807 | $ 965,452 | |||||
Ending balance at Sep. 30, 2022 | (8,199,988) | $ 0 | 0 | (8,200,563) | $ 0 | $ 575 | ||
Ending balance, Shares at Sep. 30, 2022 | 0 | 0 | 5,750,000 | |||||
Beginning balance at Dec. 31, 2021 | (13,027,247) | $ 0 | 0 | (13,027,822) | $ 0 | $ 575 | ||
Beginning balance, Shares at Dec. 31, 2021 | 0 | 0 | 5,750,000 | |||||
Accretion of Class A ordinary shares to redemption value | (3,969,976) | |||||||
Ending balance at Dec. 31, 2022 | (9,331,361) | $ 0 | 0 | (9,331,936) | $ 0 | $ 575 | ||
Ending balance, Shares at Dec. 31, 2022 | 0 | 0 | 5,750,000 | |||||
Beginning balance at Mar. 31, 2022 | (12,671,451) | $ 0 | 0 | (12,672,026) | $ 0 | $ 575 | ||
Beginning balance, Shares at Mar. 31, 2022 | 0 | 0 | 5,750,000 | |||||
Net income (loss) | 4,876,165 | 4,876,165 | ||||||
Ending balance at Jun. 30, 2022 | (7,795,286) | $ 0 | 0 | (7,795,861) | $ 0 | $ 575 | ||
Ending balance, Shares at Jun. 30, 2022 | 0 | 0 | 5,750,000 | |||||
Accretion of Class A ordinary shares to redemption value | (1,722,936) | (1,722,936) | ||||||
Net income (loss) | 1,318,234 | 1,318,234 | ||||||
Ending balance at Sep. 30, 2022 | (8,199,988) | $ 0 | 0 | (8,200,563) | $ 0 | $ 575 | ||
Ending balance, Shares at Sep. 30, 2022 | 0 | 0 | 5,750,000 | |||||
Beginning balance at Dec. 31, 2022 | (9,331,361) | $ 0 | 0 | (9,331,936) | $ 0 | $ 575 | ||
Beginning balance, Shares at Dec. 31, 2022 | 0 | 0 | 5,750,000 | |||||
Accretion of Class A ordinary shares to redemption value | (1,622,652) | (1,622,652) | (1,622,652) | |||||
Deemed contribution by sponsor | 227,424 | 227,424 | ||||||
Net income (loss) | 78,752 | 78,752 | ||||||
Ending balance at Mar. 31, 2023 | (10,647,837) | $ 0 | 0 | (10,648,412) | $ 0 | $ 575 | ||
Ending balance, Shares at Mar. 31, 2023 | 0 | 0 | 5,750,000 | |||||
Beginning balance at Dec. 31, 2022 | (9,331,361) | $ 0 | 0 | (9,331,936) | $ 0 | $ 575 | ||
Beginning balance, Shares at Dec. 31, 2022 | 0 | 0 | 5,750,000 | |||||
Net income (loss) | 1,782,882 | (203,741) | $ (233,713) | |||||
Ending balance at Sep. 30, 2023 | (9,338,882) | $ 0 | 0 | (9,339,457) | $ 0 | $ 575 | ||
Ending balance, Shares at Sep. 30, 2023 | 0 | 0 | 5,750,000 | |||||
Beginning balance at Mar. 31, 2023 | (10,647,837) | $ 0 | 0 | (10,648,412) | $ 0 | $ 575 | ||
Beginning balance, Shares at Mar. 31, 2023 | 0 | 0 | 5,750,000 | |||||
Accretion of Class A ordinary shares to redemption value | (182,025) | (182,025) | (182,025) | |||||
Deemed contribution by sponsor | 202,509 | 202,509 | ||||||
Net income (loss) | 2,405,303 | 2,405,303 | ||||||
Ending balance at Jun. 30, 2023 | (8,222,050) | $ 0 | 0 | (8,222,625) | $ 0 | $ 575 | ||
Ending balance, Shares at Jun. 30, 2023 | 0 | 0 | 5,750,000 | |||||
Accretion of Class A ordinary shares to redemption value | (415,659) | (415,659) | $ (415,659) | |||||
Net income (loss) | (701,173) | (701,173) | ||||||
Ending balance at Sep. 30, 2023 | $ (9,338,882) | $ 0 | $ 0 | $ (9,339,457) | $ 0 | $ 575 | ||
Ending balance, Shares at Sep. 30, 2023 | 0 | 0 | 5,750,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||||
Net income (loss) | $ (701,173) | $ 1,318,234 | $ 1,782,882 | $ 6,550,195 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest income | (1,874,489) | (1,438,115) | ||
Change in fair value of derivative warrant liability | 524,470 | (352,629) | (1,226,150) | (6,274,173) |
Change in fair value of convertible promissory note | 56,185 | (360,789) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 555,385 | |||
Accounts payable and accrued expenses | 132 | 56,700 | ||
Income tax payable | 803,384 | |||
Net cash used in operating activities | (875,030) | (550,008) | ||
Cash flows from investing activities | ||||
Proceeds from Trust Account | 229,512 | 69,409 | ||
Purchases of marketable securities in Trust Account | (104,153,634) | (697,613,882) | ||
Sales and maturities of marketable securities in Trust Account | 156,663,634 | 697,329,061 | ||
Purchases of mutual funds in Trust Account | (52,860,879) | |||
Net cash used in investing activities | (121,367) | (215,412) | ||
Cash flows from financing activities | ||||
Proceeds from convertible promissory note | 988,402 | |||
Payment of convertible promissory note | (300,000) | |||
Proceeds from related party note payable | 350,880 | |||
Net cash provided by financing activities | 1,039,282 | |||
Net change in cash | 42,885 | (765,420) | ||
Cash at beginning of period | 13,715 | 1,131,162 | ||
Cash at end of period | $ 56,600 | $ 365,742 | 56,600 | 365,742 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Accretion of Class A common stock to redemption value | 2,220,336 | $ 1,722,936 | ||
Deemed contribution from Sponsor | 429,933 | |||
Supplemental disclosure of cash flow information: | ||||
Income taxes paid | $ 86,230 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1—Organization and Plan of Business Operations Focus Impact BH3 Acquisition Company (f/k/a/ Crixus BH3 Acquisition Company) (the “Company”) is a blank check company incorporated as a Delaware company on February 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on targets within the real estate, construction and infrastructure industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has not yet begun operations and therefore, all activity for the period from February 23, 2021 (date of inception) through September 30, 2023, relates to the Company’s Initial Public Offering and identifying a target for the Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 3), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of Class A common stock, par value, $0.0001 per shares (“Class A common stock”, “Class A Shares” or “public shares”, and such holders, the “Public Stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per-share amended (the “Exchange Act”)), will The Nasdaq rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will have until the New Termination Date (as defined below) to consummate a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination by the New Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.10 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company to pay its tax obligations and less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination on or before the New Termination Date. Charter Amendments and Early Redemptions; Purchase Agreement; Anchor Transfer Agreements On December 7, 2022 (following approval by the Company’s stockholders at a special meeting (the “December 2022 Special Meeting”)), the Company effected a charter amendment and an amendment to its Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, the effect of which was to change the Company’s prior termination date from April 7, 2023 to August 7, 2023, subject to extension by the Company’s board of directors for up to six additional thirty-day On October 6, 2023 (following approval by the Company’s stockholders at a special meeting (the “October 2023 Special Meeting”)), the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an initial business combination to July 31, 2024 (the “New Termination Date”) (the “Extension”) and (ii) provide for the right of a holder of shares of Class B common stock to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at its On September 27, 2023, the Company, the Sponsor and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”) entered into a Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, subject to satisfaction of certain conditions, the New Sponsor (i) has agreed to purchase an aggregate of 3,746,303 shares of Class B common stock from the Sponsor and each of the anchor investors and 4,160,000 private placement warrants from the Sponsor for an aggregate purchase price of $16,288.27 and (ii) will become the sponsor of the Company (together, the “Purchase”). In connection therewith, the Sponsor also entered into anchor transfer agreements with each of its anchor investors, whereby each anchor agreed, subject to the conditions contained therein, when and as directed by the Sponsor, to transfer 2/3 of their shares of Class B common stock for no consideration; provided, however, upon the request of an anchor investor, the Sponsor shall pay to them $0.0043 per share. The Purchase Agreement closed effective as of November 2, 2023. On November 3, 2023, the Company changed its corporate name to “Focus Impact BH3 Acquisition Company”, pursuant to an amendment to its amended and restated certificate of incorporation filed with the Delaware Secretary of State on November 3, 2023. Class A and Class B Common Stock As of September 30, 2023 (prior to giving effect to the Second Redemption and Conversion), the Company had 10,762,592 shares of common stock issued and outstanding, consisting of 5,012,592 shares of Class A common stock and 5,750,000 shares of Class B common stock, par value $0.0001 per share and the balance in the Company’s Trust Account was $53.3 million. See “Note 8 – Subsequent Events. Going Concern The Company has incurred and expects to continue to incur additional costs in pursuit of its initial Business Combination. The Company has determined that it will not be able to sustain operations for the next twelve months without additional financing. As of September 30, 2023, the Company had approximately $56,600 in its operating bank account available for working capital needs, $53.3 million of cash and investment in liquid securities held in trust, which is not available for working capital needs, and working capital deficit of approximately $2,278,000. To date, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined in Note 4), a Note Payable to Sponsor (Note 4) in the amount of $300,000 and net borrowings of approximately $988,000 pursuant to the Convertible Promissory Note issued to the Sponsor (Note 4). The Company fully repaid the Note Payable to Sponsor on October 7, 2021. As of September 30, 2023, the Convertible Promissory Note had an outstanding principal amount of approximately $988,000. On July 31, 2023, the Company issued a non-interest-bearing promissory te in the aggregate principal amount of up to $ to the Sponsor. In connection with the promissory note the Company has extended the Termination Date from August 7, 2023 to September 6, 2023, and then from September 6, 2023 to October 6, 2023. Following approval by the Company’s stockholders at the October 2023 Special Meeting, the Company’s amended and restated certificate of incorporation was amended to further extend the period of time by which the Company has to consummate an initial business combination to the New Termination Date. See “Note 8 – Subsequent Events. Based on the foregoing, our management believes that we will have sufficient working capital to sustain operations for the next twelve months. Subsequent to September 30, 2023, at closing of the Purchase Agreement with New Sponsor on November 2, 2023, the working capital promissory note between the Company and the Sponsor dated November 1, 2022 (in aggregate principal amount of approximately $910,000) and extension promissory note between the Company and the Sponsor dated July 31, 2023 (in aggregate principal amount of $350,881) were terminated and of no further force and effect, resulting in loan forgiveness by the note holder. On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make certain capital contributions to the Company of up to (the “Capital Contribution”) from time to time, at the request of the Company, subject to the terms and conditions of the Subscription Agreement, to the Company. Based on the cash available from the Subscription Agreement, we believe that we have alleviated the substantial doubt about our ability to continue as a going concern, and we will have sufficient working capital to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating and consummating the Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a 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 condensed balance sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 Securities and Exchange Act of 1934, as amended) 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 Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents As of September 30, 2023 and December 31, 2022, the Company had $56,600 and $13,715, respectively, in cash outside of the Trust Account available for working capital needs. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash, Marketable Securities and Equity Securities Held in Trust Account The Company had $51.3 million held within a trust account in cash, cash equivalents, and marketable securities as of December 31, 2022, none of which was available for working capital needs. Substantially all of the assets held in the Trust Account are held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method, at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying unaudited condensed statements of operations. The Company estimated the expected credit loss for each security in its portfolio using the probability-of-default method. The Company concluded there were no expected losses as of December 31, 2022. During August 2023, the Company moved all the trust investments to a mutual fund that invests in cash, U.S. Treasury bills, notes, and other obligations with a dollar-weighted average maturity of 60 days or less. The mutual fund is considered a cash equivalent as the weighted average maturity is less than 90 days, the Company has the ability to redeem the fund’s shares on a daily basis, and the fund’s investment attributes are consistent with the investment attributes of an SEC registered money market fund. The estimated fair values of the mutual fund held in the Trust Account are determined using available market information. As of September 30, 2023, the equity securities in mutual funds held totaled September 30, 2023 Investment in securities held in Trust Account, at fair value Cost basis Gross Gross Fair value Mutual funds $ 53,335,870 $ — $ — $ 53,335,870 December 31, 2022 Held-to-maturity Amortized Gross Gross Fair value U.S. Treasury securities $ 51,340,014 $ — $ (3,293 ) $ 51,336,721 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts or investment accounts in a financial institution, which at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement” (“Topic 820”) Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under Topic 820 are as follows: Level 1—Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in markets that are not active, inputs other than quoted prices that are observable for the financial instruments and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instruments. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the financial instrument is categorized in its entirety is determined based on the lowest level input that is significant to the financial instrument. The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging 815-15-25, non-cash Derivative Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, 815-40, Offering Costs The Company complies with the requirements of the ASC paragraph 340-10-S99-1 5A-Expenses Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity Topic 480 All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering of which remained outstanding after giving effect to the First Redemption and 2,312,029 of which remained outstanding (excluding the 3,000,000 converted shares of Class B common stock) after the Second Redemption) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC paragraph 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of Topic 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. For the nine months ended September 30, 2023 and September 30, 2022, approximately of accretion was recorded on Class A common stock, respectively. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes Topic740 Topic 740 prescribes a recognition threshold and a measurement attribute for 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 As of September 30, 2023 and December 31, 2022, the Company had income tax liabilities of approximately $ respectively. The provision for income taxes resulted in an expense of approximately for the nine months ended September 30, 2023 and 2022, respectively. The provision for income taxes resulted in an expense of approximately $ and nil for the three months ended September 30, 2023 and 2022, respectively. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Risks and Uncertainties The Company continues to evaluate the impact of the COVID-19 COVID-19 COVID-19 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. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of the unaudited condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a 1% excise tax on the fair market value of stock repurchased by a publicly listed U.S. corporation beginning in 2023, subject to certain exceptions. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The U.S. Department of the Treasury (the “Treasury”) has been given authority to issue regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. It is unclear at this time how and to what extent the excise tax will apply to certain redemptions, but since the Company is a publicly listed Delaware corporation, it is a “covered corporation” within the meaning of the IR Act. Consequently, this excise tax may apply to certain redemptions of the Company’s public shares after December 31, 2022. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could potentially reduce the per-share Net Income (Loss) Per Common Stock The Company has two classes of shares outstanding, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net income (loss) per share calculation the warrants to purchase common stock are considered to be potentially dilutive securities pursuant to the treasury stock method. In order to determine the net income (loss) attributable to both the Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any change to the redemption value of the Class A common stock is treated as a deemed dividend for the purposes of the numerator in the earnings per share calculation, as the redemption value approximates fair value. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company calculates the amount to be allocated pro rata between Class A common stock and Class B common stock for each of the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the three months ended September 30, 2023 2022 Net income (loss), as reported $ (701,173 ) $ 1,318,234 Reconciliation items: Deemed dividend to Class A stockholders (415,659 ) (1,411,236 ) Allocation of net loss, as adjusted $ (1,116,832 ) $ (93,002 ) For the nine months ended September 30, 2023 2022 Net income, as reported $ 1,782,882 $ 6,550,195 Reconciliation items: Deemed dividend to Class A stockholders (2,220,336 ) (1,722,936 ) Allocation of net income (loss), as adjusted $ (437,454 ) $ 4,827,259 For the three months ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss attributable to common stockholders, as adjusted $ (520,156) $ (596,676 ) $ (74,402 ) $ (18,600 ) Allocation of accretion of temporary equity to Class A shares 415,659 — 1,411,236 — Allocation of net income (loss) $ (104,497 ) $ (596,676 ) $ 1,336,834 $ (18,600 ) Denominator: Weighted average common stock outstanding, basic and diluted 5,012,592 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per common share $ (0.02 ) $ (0.10 ) $ 0.06 $ (0.00 ) For the nine months ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) attributable to common stockholders, $ (203,741 ) $ (233,713 ) $ 3,861,807 $ 965,452 Allocation of accretion of temporary equity to Class A shares 2,220,336 — 1,722,936 — Allocation of net income (loss) $ 2,016,595 $ (233,713 ) $ 5,584,743 $ 965,452 Denominator: Weighted average common stock outstanding, basic and diluted 5,012,592 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per common share $ 0.40 $ (0.04 ) $ 0.24 $ 0.17 As of September 30, 2023 and 2022, the promissory notes convertible into warrants at a price of $1.50 per warrant and outstanding warrants to purchase 17,896,782 shares of Class A common stock were excluded from the computation of diluted net income per share of common stock for the periods presented as the exercise price is greater than the average market price (out of the money) and their inclusion would be anti-dilutive under the treasury stock method. As a result, basic and diluted income per share is the same for the periods presented. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering The registration statement for the Initial Public Offering was declared effective on October 4, 2021. On October 4, 2021, the Company consummated the Initial Public Offering by selling 23,000,000 units at a purchase price of $10.00 (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $230.0 million. Each Unit consists of one Class A Share and one-half Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,400,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to Crixus BH3 Sponsor LLC (the “Sponsor”), generating gross proceeds of $9.6 million, which is described in Note 4. Following the closing of the Initial Public Offering, an amount of $232.3 million ($10.10 per Unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 Transaction costs from the Initial Public Offering amounted to approximately $22.4 million, consisting of $12.7 million of underwriters’ fees and discounts, $9.3 million for the excess fair value of founder shares attributable to the anchor investors (see Note 4), and $0.5 million of other offering costs, net of third-party vendor credits. Such transaction costs have been allocated to Class A common stock and warrants issued in the Initial Public Offering based on their relative fair values. Accordingly, $1.4 million of the $22.4 million in total transaction costs (which includes $0.6 million of the excess fair value of the Founder Shares sold to anchor investors - see Note 4), has been allocated to the public warrants. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares Prior to the Initial Public Offering, our Sponsor and directors (the “Initial Stockholders”) purchased an aggregate of 5,750,000 shares of Class B common stock, par value $0.0001 per share (“Class B common stock,” “Class B Shares” or “founder shares”) for The founder shares are identical to the shares of our Class A common stock included in the units sold in the offering, except that: • prior to the Company’s initial Business Combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of the founder shares may remove a member of the board of directors for any reason; • the founder shares are subject to certain transfer restrictions, as described in more detail below; • each of the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive (i) their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of the initial Business Combination; (ii) their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not completed an initial Business Combination on or before the New Termination Date or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial • the founder shares are shares of Class B common stock that will automatically convert into shares of the Company’s Class A common stock on the first business day following the completion of the initial Business Combination; • the anchor investors will not be entitled to (i) redemption rights with respect to any founder shares held by them in connection with the completion of the initial Business Combination; (ii) redemption rights with respect to any founder shares held by them in connection with a stockholder vote to amend the Company’s amended and restated certification of incorporation in a manner that would affect the substance or timing of its obligation to redeem 100% of our public shares if the Company has not consummated an initial business combination by the New Termination Date or; (iii) rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial Business Combination by the New Termination Date (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame); and • the founder shares are entitled to registration rights. Transfer restrictions on founder shares Holders of the Company’s founder shares (including the anchor investors) have agreed not to transfer, assign or sell any of their founder shares and any shares of our Class A common stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination; and (ii) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the Initial Public Offering, the Sponsor sold an aggregate of 1,450,758 Founder Shares at their original purchase price. The Company estimated the fair value of the Founder Shares attributable to the anchor investors to be $9.3 million or $6.40 per share as of October 7, 2021 (date of the Initial Public Offering). The excess of the fair value of the Founder Shares sold over the purchase price of $5,803 (or $0.004 per 1,450,758 share) was determined to be an issuance cost of the Initial Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost as well as Offering Costs were accounted for as an equity contribution from the Sponsor. As a portion of the Initial Public Offering consisted of Warrant Securities that are accounted for as liabilities, as such the fair value of the 1,450,758 Founder Shares sold to the anchor investors by the Sponsor ($0.6 million) was allocated to the warrant liabilities as of October 7, 2021 (date of Public Offering). Private Placement Warrants Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 6,400,000 Private Placement Warrants at $1.50 per Private Placement Warrant, for an aggregate purchase price of $9.6 million. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 (subject to adjustment in certain circumstances). The proceeds from the Private Placement Warrants, net of $4.6 million in underwriting discounts, $0.8 million in Offering Costs, and $2.0 million designated for operational use were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company so long as they are held by the Sponsor or any of its permitted transferees; (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor or any of its permitted transferees and (iii) are (including the common stock issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Convertible Promissory Note In order to finance transaction costs in connection with the Business Combination, on November 1, 2022 the Sponsor executed an unsecured convertible promissory note and agreed to loan the Company up to $1.5 million as may be required, the terms of which consist of no interest accrual and a maturity date commensurate with the date the Business Combination has been consummated (“Working Capital Loans”). In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1.5 million of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to the Sponsor. During the nine months ended September 30, 2023, a total of $1.0 million was drawn by the Company and $0.3 million was repaid. During the nine months ended September 30, 2023, $0.7 million of net draws occurred on the convertible promissory note with a fair value of $0.3 million, with the difference of $0.4 million recorded as a deemed contribution from the Sponsor. For the nine months ended September 30, 2023, the Company recorded a $0.4 million gain on change in fair value of the convertible promissory note. Effective as of November 2, 2023, in connection with the closing of the transactions contemplated by the Purchase Agreement, the convertible promissory note was forgiven by the note holder. Notes Payable to Sponsor On March 12, 2021, the Sponsor and the Company executed an unsecured promissory note pursuant to which the Company had the ability to borrow up to $300,000 in the aggregate to cover expenses in connection with the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest On July 31, 2023, the Company issued a non-interest to the Sponsor. In connection therewith, the Company initially extended the Termination Date from August 7, 2023 to September 6, 2023, and subsequently further extended the Termination Date from September 6, 2023 to October 6, 2023. Following approval by the Company’s stockholders at the October 2023 Special Meeting, the Company’s amended and restated certificate of incorporation was amended to further extend the period of time by which the Company has to consummate an initial business combination to the New Termination Date. As of September 30, 2023, principal balance outstanding was $350,881.44. Effective as of November 2, 2023, in connection with the closing of the transactions contemplated by the Purchase Agreement, the Promissory Note was terminated. Administrative Services Agreement The Company entered into an agreement whereby, commencing on October 7, 2021, through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company has agreed to pay an affiliate of the Sponsor a monthly fee of $15,000 for office space, utilities and administrative support. The Company records the administrative services agreement costs within formation and operating costs on the unaudited condensed statements of operations. For the nine months ended September 30, 2023 and 2022, the Company incurred and paid $45,000 and $135,000, respectively. For the three months ended September 30, 2023 and 2022, the Company incurred and paid nil and $45,000, respectively. On August 8, 2023, (i) the Company and the Sponsor agreed to terminate the Administrative Services Agreement dated October 4, 2021, with effect from and as of March 31, 2023 and (ii) the Sponsor agreed to waive any and all amounts due and owing by the Company after March 31, 2023. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 5—Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B common stock, with a par value of $0.0001 each (the “Class B Shares” and, together with the Class A Shares, the “Common Stock”). Holders of the Common Stock are entitled to one vote for each share of Common Stock; provided that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Business Combination, on a one-for-one In the case that additional Class A Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20% of the sum of all Common Stock outstanding upon completion of the Initial Public Offering plus all Class A Shares and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any Common Stock or equity-linked securities issued, or to be issued, to any seller in the Business Combination, or any Private Placement-equivalent Warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company. At September 30, 2023 and December 31, 2022, there were 5,012,592 Class A Shares issued and outstanding, respectively, of which 6,419 Units and 3,482,975 Units, respectively, remain intact (each consisting of 1 share of Class A common stock and 1/2 of a public warrant). At September 30, 2023 and December 31, 2022, there were 5,750,000 Class B Shares issued and outstanding. The redemption value for Class A Shares reflected on the unaudited condensed balance sheets is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 230,000,000 Less: Offering costs allocated to Public Shares 25,455,164 Plus: Accretion on common stock to redemption value (25,455,164 ) Class A Shares subject to possible redemption as of December 31, 2021 230,000,000 Redemption of Class A Shares (183,844,056 ) Increase in redemption value 3,969,976 Class A Shares subject to possible redemption as of December 31, 2022 50,125,920 Increase in redemption value 1,622,652 Class A Shares subject to possible redemption as of March 31, 2023 51,748,572 Increase in redemption value 182,025 Class A Shares subject to possible redemption as of June 30, 2023 51,930,597 Increase in redemption value 415,659 Class A Shares subject to possible redemption as of September 30, 2023 $ 52,346,256 Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the Warrants, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the Warrants is not effective by the 60th business day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $18.00 Once the Warrant Securities become exercisable, the Company may redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant Security; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day • if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading The Company will not redeem the Warrant Securities as described above unless an effective registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the Warrant Securities is effective, and a current prospectus relating thereto is available, throughout the 30-day Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $10.00 Once the Warrant Securities become exercisable, the Company may also redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per Warrant Security upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity- linked securities), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock means the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrant Securities. The Company will provide its Warrant Security holders with the final fair market value no later than one business day after the 10-day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (i) we issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6—Fair Value Measurements The Company follows the guidance in Topic 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period. The following table presents information about the Company’s assets and derivative liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level September 30, December 31, Assets: Cash 1 $ 56,600 $ 13,715 Mutual funds 1 $ 53,335,870 $ — Liabilities: Public Warrants (1,2) 1 $ 576,150 $ 1,363,900 Private Placement Warrants (1) 3 $ 320,640 $ 759,040 Convertible Promissory Notes 3 $ 197,680 $ 300,000 (1) The Warrants are accounted for as liabilities in accordance with Subtopic 815-40 (2) Shares of Class A common stock and warrants comprising the units began separate trading on the Nasdaq under the symbols “BHAC” and “BHACW,” respectively on November 26, 2021. Consequently, Public Warrants have been re-classified Warrant Liability The Company established the initial fair value for the Warrants on October 7, 2021, the date of the Company’s Initial Public Offering, using a Black- Scholes Option Pricing Method (“BSM”) for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half At September 30, 2023, the fair value was determined to be $0.05 per warrant for each of the Private Placement Warrants and Public Warrants, which corresponded with aggregate values of $0.3 million and $0.6 million, respectively. At December 31, 2022, the fair value was determined to be $0.12 per warrant for each of the Private Placement Warrants and Public Warrants, which corresponded with aggregate values of $0.8 million and $1.4 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Initial measurement on October 7, 2021 $ 8,640,000 $ 14,720,000 $ 23,360,000 Change in fair value (5,425,077 ) (8,975,750 ) (14,400,827 ) Fair value as of December 31, 2021 3,214,923 5,744,250 8,959,173 Change in fair value (2,455,883 ) (4,380,350 ) (6,836,233 ) Fair value as of December 31, 2022 759,040 1,363,900 2,122,940 Change in fair value 72,960 131,100 204,060 Fair value as of March 31, 2023 832,000 1,495,000 2,327,000 Change in fair value (698,880 ) (1,255,800 ) (1,954,680 ) Fair value as of June 30, 2023 133,120 239,200 372,320 Change in fair value 187,520 336,950 524,470 Fair value as of September 30, 2023 $ 320,640 $ 576,150 $ 896,790 Convertible Promissory Notes The convertible promissory notes were valued based on the fair value of the private placement warrants in which the convertible promissory notes can be converted, adjusted for the probability of a successful business combination. The inputs are considered to be a Level 3 fair value measurement. The estimated fair value of the Convertible Promissory Notes was based on the following significant inputs: Input Input Values as of Private Warrant Value per Share $ 0.05 Probability of successful business combination 20.0 % Value per conversion warrant in business combination scenario $ 0.25 Conversion price per warrant $ 1.50 The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note: Fair value as of December 31, 2022 $ 300,000 Proceeds received through Convertible Promissory Note 707,491 Payments on Convertible Promissory Note (300,000 ) Deemed Contribution by Sponsor (227,424 ) Change in fair value (173,700 ) Fair value as of March 31, 2023 306,367 Proceeds received through Convertible Promissory Note 202,509 Deemed Contribution by Sponsor (202,509 ) Change in fair value (243,274 ) Fair value as of June 30, 2023 63,093 Proceeds received through Convertible Promissory Note 78,402 Change in fair value 56,185 Fair value as of September 30, 2023 $ 197,680 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during period ended September 30, 2023 for the Convertible Promissory Note. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 7—Commitments Registration Rights Pursuant to a registration and stockholder rights agreement dated October 4, 2021, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriters Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $8.1 million. The deferred commission was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. Effective as of November 2, 2023, the underwriters agreed to waive the deferred underwriting fee. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events As of October 6, 2023, the Sponsor and the New Sponsor entered into Non-Redemption Non-Redeemed Non-Redeemed on a one-to-one basis at its (including the 3,000,000 converted shares of Class B common stock) In connection with the closing of the transactions contemplated by the Purchase Agreement, the New Sponsor (i) purchased an aggregate of 3,746,303 shares of Class A common stock, par value $0.0001 per share and Class B common stock, par value $0.0001 per share, from the Sponsor and certain other shareholders of the Company and 4,160,000 private placement warrants from the Sponsor for an aggregate purchase price of $16,288.27 and (ii) became the sponsor of the Company (together, the “Purchase”). The Purchase closed as of November 2, 2023. In connection with the closing of the Purchase, the New Sponsor, among other things, joined as a party to (i) the Letter Agreement, dated October 4, 2021, by and between the Company and the Sponsor (the “Letter Agreement,”) and (ii) the Registration and Stockholder Rights Agreement, dated October 4, 2021, among the Company, the Sponsor and certain security holders party thereto. On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make certain capital contributions to the Company of up to $1,200,000 (the “Capital Contribution”) from time to time, at the request of the Company, subject to the terms and conditions of the Subscription Agreement, to the Company. Pursuant to the Subscription Agreement, the Capital Contribution shall be repaid to Polar by the Company within five (5) business days of the Company closing an initial business combination (the “Closing”). Polar may elect to receive such repayment (i) in cash or (ii) in shares of common stock of the surviving entity in such initial business combination (the “Surviving Entity”) at a rate of one share of common stock for each ten dollars ($10.00) of the Capital Contribution that is funded. Additionally, in consideration of the Capital Contribution, at the Closing, the Surviving Entity will issue to Polar one share of common stock for each dollar of Capital Contribution that is funded prior to the Closing. On November 3, 2023, the Company changed its corporate name to “Focus Impact BH3 Acquisition Company”, pursuant to an amendment to its amended and restated certificate of incorporation (the “Amendment”) filed with the Delaware Secretary of State onNovember 3, 2023 (the “Name Change”). Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s stockholders. The Company evaluated subsequent events and transactions that occurred after the balance sheet date of September 30, 2023 through the date that these unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a 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 condensed balance sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 Securities and Exchange Act of 1934, as amended) 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 |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents As of September 30, 2023 and December 31, 2022, the Company had $56,600 and $13,715, respectively, in cash outside of the Trust Account available for working capital needs. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Cash, Marketable Securities and Equity Securities Held in Trust Account | Cash, Marketable Securities and Equity Securities Held in Trust Account The Company had $51.3 million held within a trust account in cash, cash equivalents, and marketable securities as of December 31, 2022, none of which was available for working capital needs. Substantially all of the assets held in the Trust Account are held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method, at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying unaudited condensed statements of operations. The Company estimated the expected credit loss for each security in its portfolio using the probability-of-default method. The Company concluded there were no expected losses as of December 31, 2022. During August 2023, the Company moved all the trust investments to a mutual fund that invests in cash, U.S. Treasury bills, notes, and other obligations with a dollar-weighted average maturity of 60 days or less. The mutual fund is considered a cash equivalent as the weighted average maturity is less than 90 days, the Company has the ability to redeem the fund’s shares on a daily basis, and the fund’s investment attributes are consistent with the investment attributes of an SEC registered money market fund. The estimated fair values of the mutual fund held in the Trust Account are determined using available market information. As of September 30, 2023, the equity securities in mutual funds held totaled September 30, 2023 Investment in securities held in Trust Account, at fair value Cost basis Gross Gross Fair value Mutual funds $ 53,335,870 $ — $ — $ 53,335,870 December 31, 2022 Held-to-maturity Amortized Gross Gross Fair value U.S. Treasury securities $ 51,340,014 $ — $ (3,293 ) $ 51,336,721 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts or investment accounts in a financial institution, which at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement” (“Topic 820”) Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under Topic 820 are as follows: Level 1—Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in markets that are not active, inputs other than quoted prices that are observable for the financial instruments and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instruments. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the financial instrument is categorized in its entirety is determined based on the lowest level input that is significant to the financial instrument. The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging 815-15-25, non-cash |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, 815-40, |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC paragraph 340-10-S99-1 5A-Expenses |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity Topic 480 All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering of which remained outstanding after giving effect to the First Redemption and 2,312,029 of which remained outstanding (excluding the 3,000,000 converted shares of Class B common stock) after the Second Redemption) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC paragraph 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of Topic 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. For the nine months ended September 30, 2023 and September 30, 2022, approximately of accretion was recorded on Class A common stock, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes Topic740 Topic 740 prescribes a recognition threshold and a measurement attribute for 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 As of September 30, 2023 and December 31, 2022, the Company had income tax liabilities of approximately $ respectively. The provision for income taxes resulted in an expense of approximately for the nine months ended September 30, 2023 and 2022, respectively. The provision for income taxes resulted in an expense of approximately $ and nil for the three months ended September 30, 2023 and 2022, respectively. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Risks and Uncertainties | Risks and Uncertainties The Company continues to evaluate the impact of the COVID-19 COVID-19 COVID-19 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. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of the unaudited condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Inflation Reduction Act of 2022 | Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a 1% excise tax on the fair market value of stock repurchased by a publicly listed U.S. corporation beginning in 2023, subject to certain exceptions. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The U.S. Department of the Treasury (the “Treasury”) has been given authority to issue regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. It is unclear at this time how and to what extent the excise tax will apply to certain redemptions, but since the Company is a publicly listed Delaware corporation, it is a “covered corporation” within the meaning of the IR Act. Consequently, this excise tax may apply to certain redemptions of the Company’s public shares after December 31, 2022. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could potentially reduce the per-share |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Stock The Company has two classes of shares outstanding, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net income (loss) per share calculation the warrants to purchase common stock are considered to be potentially dilutive securities pursuant to the treasury stock method. In order to determine the net income (loss) attributable to both the Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any change to the redemption value of the Class A common stock is treated as a deemed dividend for the purposes of the numerator in the earnings per share calculation, as the redemption value approximates fair value. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company calculates the amount to be allocated pro rata between Class A common stock and Class B common stock for each of the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the three months ended September 30, 2023 2022 Net income (loss), as reported $ (701,173 ) $ 1,318,234 Reconciliation items: Deemed dividend to Class A stockholders (415,659 ) (1,411,236 ) Allocation of net loss, as adjusted $ (1,116,832 ) $ (93,002 ) For the nine months ended September 30, 2023 2022 Net income, as reported $ 1,782,882 $ 6,550,195 Reconciliation items: Deemed dividend to Class A stockholders (2,220,336 ) (1,722,936 ) Allocation of net income (loss), as adjusted $ (437,454 ) $ 4,827,259 For the three months ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss attributable to common stockholders, as adjusted $ (520,156) $ (596,676 ) $ (74,402 ) $ (18,600 ) Allocation of accretion of temporary equity to Class A shares 415,659 — 1,411,236 — Allocation of net income (loss) $ (104,497 ) $ (596,676 ) $ 1,336,834 $ (18,600 ) Denominator: Weighted average common stock outstanding, basic and diluted 5,012,592 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per common share $ (0.02 ) $ (0.10 ) $ 0.06 $ (0.00 ) For the nine months ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) attributable to common stockholders, $ (203,741 ) $ (233,713 ) $ 3,861,807 $ 965,452 Allocation of accretion of temporary equity to Class A shares 2,220,336 — 1,722,936 — Allocation of net income (loss) $ 2,016,595 $ (233,713 ) $ 5,584,743 $ 965,452 Denominator: Weighted average common stock outstanding, basic and diluted 5,012,592 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per common share $ 0.40 $ (0.04 ) $ 0.24 $ 0.17 As of September 30, 2023 and 2022, the promissory notes convertible into warrants at a price of $1.50 per warrant and outstanding warrants to purchase 17,896,782 shares of Class A common stock were excluded from the computation of diluted net income per share of common stock for the periods presented as the exercise price is greater than the average market price (out of the money) and their inclusion would be anti-dilutive under the treasury stock method. As a result, basic and diluted income per share is the same for the periods presented. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of debt securities, held-to-maturity | The Company estimated the expected credit loss for each security in its portfolio using the probability-of-default method. The Company concluded there were no expected losses as of December 31, 2022. During August 2023, the Company moved all the trust investments to a mutual fund that invests in cash, U.S. Treasury bills, notes, and other obligations with a dollar-weighted average maturity of 60 days or less. The mutual fund is considered a cash equivalent as the weighted average maturity is less than 90 days, the Company has the ability to redeem the fund’s shares on a daily basis, and the fund’s investment attributes are consistent with the investment attributes of an SEC registered money market fund. The estimated fair values of the mutual fund held in the Trust Account are determined using available market information. As of September 30, 2023, the equity securities in mutual funds held totaled53.3 September 30, 2023 Investment in securities held in Trust Account, at fair value Cost basis Gross Gross Fair value Mutual funds $ 53,335,870 $ — $ — $ 53,335,870 December 31, 2022 Held-to-maturity Amortized Gross Gross Fair value U.S. Treasury securities $ 51,340,014 $ — $ (3,293 ) $ 51,336,721 |
Summary of basic and diluted net income per common share | The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the three months ended September 30, 2023 2022 Net income (loss), as reported $ (701,173 ) $ 1,318,234 Reconciliation items: Deemed dividend to Class A stockholders (415,659 ) (1,411,236 ) Allocation of net loss, as adjusted $ (1,116,832 ) $ (93,002 ) For the nine months ended September 30, 2023 2022 Net income, as reported $ 1,782,882 $ 6,550,195 Reconciliation items: Deemed dividend to Class A stockholders (2,220,336 ) (1,722,936 ) Allocation of net income (loss), as adjusted $ (437,454 ) $ 4,827,259 For the three months ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss attributable to common stockholders, as adjusted $ (520,156) $ (596,676 ) $ (74,402 ) $ (18,600 ) Allocation of accretion of temporary equity to Class A shares 415,659 — 1,411,236 — Allocation of net income (loss) $ (104,497 ) $ (596,676 ) $ 1,336,834 $ (18,600 ) Denominator: Weighted average common stock outstanding, basic and diluted 5,012,592 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per common share $ (0.02 ) $ (0.10 ) $ 0.06 $ (0.00 ) For the nine months ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) attributable to common stockholders, $ (203,741 ) $ (233,713 ) $ 3,861,807 $ 965,452 Allocation of accretion of temporary equity to Class A shares 2,220,336 — 1,722,936 — Allocation of net income (loss) $ 2,016,595 $ (233,713 ) $ 5,584,743 $ 965,452 Denominator: Weighted average common stock outstanding, basic and diluted 5,012,592 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per common share $ 0.40 $ (0.04 ) $ 0.24 $ 0.17 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of The redemption value for Class A Shares reflected on the balance sheets | The redemption value for Class A Shares reflected on the unaudited condensed balance sheets is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 230,000,000 Less: Offering costs allocated to Public Shares 25,455,164 Plus: Accretion on common stock to redemption value (25,455,164 ) Class A Shares subject to possible redemption as of December 31, 2021 230,000,000 Redemption of Class A Shares (183,844,056 ) Increase in redemption value 3,969,976 Class A Shares subject to possible redemption as of December 31, 2022 50,125,920 Increase in redemption value 1,622,652 Class A Shares subject to possible redemption as of March 31, 2023 51,748,572 Increase in redemption value 182,025 Class A Shares subject to possible redemption as of June 30, 2023 51,930,597 Increase in redemption value 415,659 Class A Shares subject to possible redemption as of September 30, 2023 $ 52,346,256 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule Of Information About Derivative Liabilities Measured At Fair Value On A Recurring Basis | The Company follows the guidance in Topic 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period. The following table presents information about the Company’s assets and derivative liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level September 30, December 31, Assets: Cash 1 $ 56,600 $ 13,715 Mutual funds 1 $ 53,335,870 $ — Liabilities: Public Warrants (1,2) 1 $ 576,150 $ 1,363,900 Private Placement Warrants (1) 3 $ 320,640 $ 759,040 Convertible Promissory Notes 3 $ 197,680 $ 300,000 (1) The Warrants are accounted for as liabilities in accordance with Subtopic 815-40 (2) Shares of Class A common stock and warrants comprising the units began separate trading on the Nasdaq under the symbols “BHAC” and “BHACW,” respectively on November 26, 2021. Consequently, Public Warrants have been re-classified |
Schedule Of Estimated Fair Value Of Convertible Promissory Notes Based On Significant Inputs | The convertible promissory notes were valued based on the fair value of the private placement warrants in which the convertible promissory notes can be converted, adjusted for the probability of a successful business combination. The inputs are considered to be a Level 3 fair value measurement. The estimated fair value of the Convertible Promissory Notes was based on the following significant inputs: Input Input Values as of Private Warrant Value per Share $ 0.05 Probability of successful business combination 20.0 % Value per conversion warrant in business combination scenario $ 0.25 Conversion price per warrant $ 1.50 |
Schedule Of Changes in The Fair Value Of Warrant Liabilites | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Initial measurement on October 7, 2021 $ 8,640,000 $ 14,720,000 $ 23,360,000 Change in fair value (5,425,077 ) (8,975,750 ) (14,400,827 ) Fair value as of December 31, 2021 3,214,923 5,744,250 8,959,173 Change in fair value (2,455,883 ) (4,380,350 ) (6,836,233 ) Fair value as of December 31, 2022 759,040 1,363,900 2,122,940 Change in fair value 72,960 131,100 204,060 Fair value as of March 31, 2023 832,000 1,495,000 2,327,000 Change in fair value (698,880 ) (1,255,800 ) (1,954,680 ) Fair value as of June 30, 2023 133,120 239,200 372,320 Change in fair value 187,520 336,950 524,470 Fair value as of September 30, 2023 $ 320,640 $ 576,150 $ 896,790 |
Convertible Promissory Notes [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule Of Changes in The Fair Value Of Warrant Liabilites | The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note: Fair value as of December 31, 2022 $ 300,000 Proceeds received through Convertible Promissory Note 707,491 Payments on Convertible Promissory Note (300,000 ) Deemed Contribution by Sponsor (227,424 ) Change in fair value (173,700 ) Fair value as of March 31, 2023 306,367 Proceeds received through Convertible Promissory Note 202,509 Deemed Contribution by Sponsor (202,509 ) Change in fair value (243,274 ) Fair value as of June 30, 2023 63,093 Proceeds received through Convertible Promissory Note 78,402 Change in fair value 56,185 Fair value as of September 30, 2023 $ 197,680 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | |||||||||
Nov. 01, 2023 | Oct. 24, 2023 | Oct. 06, 2023 | Sep. 30, 2023 | Nov. 03, 2023 | Sep. 27, 2023 | Jul. 31, 2023 | Dec. 31, 2022 | Dec. 07, 2022 | Nov. 01, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Temporary Equity, Shares Outstanding | 5,012,592 | |||||||||
Common Stock, Shares, Issued | 10,762,592 | |||||||||
Common Stock, Shares, Outstanding | 10,762,592 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||
Assets Held-in-trust, Noncurrent | $ 53,335,870 | $ 51,340,014 | ||||||||
Debt Instrument, Face Amount | 350,881.44 | |||||||||
Cash and Cash Equivalents, at Carrying Value | 56,600 | |||||||||
Net Working Capital | 2,278,000 | |||||||||
Proceeds from Related Party Debt | 350,880 | |||||||||
Notes payable, current | 350,880 | |||||||||
Convertible Debt, Fair Value Disclosures | 988,000 | |||||||||
Investment in equity securities held in Trust Account, at fair value | $ 53,300,000 | |||||||||
After Giving Effect to Second Redemption [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Temporary Equity, Shares Outstanding | 2,312,029 | |||||||||
Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Aggregate purchase price for purchase of common stock and private placement warrants | $ 16,288.27 | |||||||||
Anchor Transfer Agreements [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Transfer price per share | $ 0.0043 | |||||||||
Working Capital Promissory Note [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 910,000 | |||||||||
Sponsor [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Proceeds from Related Party Debt | $ 25,000 | |||||||||
Notes payable, current | $ 300,000 | |||||||||
Sponsor [Member] | Unsecured Convertible Promissory Note [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 988,000 | $ 1,500,000 | ||||||||
Sponsor [Member] | July 2023 Promissory Note [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 0% | |||||||||
Long-Term Debt, Gross | $ 1,052,644 | |||||||||
Minimum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Percentage of fair market value of target business to asset held in trust account | 80% | |||||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |||||||||
Percentage of Redeeming Shares of Public Shares Without The Companys Prior Written Consent | 15% | |||||||||
Maximum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Share price | $ 10.1 | |||||||||
Dissolution expense | $ 100,000 | |||||||||
Private Placement Warrants [Member] | Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of private placement warrants to be purchased | 4,160,000 | |||||||||
Common Class A [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Share price | $ 18 | |||||||||
Temporary Equity, Shares Outstanding | 5,012,592 | 5,012,592 | 17,987,408 | |||||||
Common Stock, Shares, Issued | 5,012,592 | 5,012,592 | ||||||||
Common Stock, Shares, Outstanding | 5,012,592 | 5,012,592 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||
Assets Held-in-trust, Noncurrent | $ 51,200,000 | |||||||||
Investment in equity securities held in Trust Account, at fair value | $ 53,300,000 | |||||||||
Public Shares [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Share price | $ 10.1 | |||||||||
Common Class B [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common Stock, Shares, Issued | 5,750,000 | 5,750,000 | ||||||||
Common Stock, Shares, Outstanding | 5,750,000 | 5,750,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares converted in a transaction | 3,000,000 | |||||||||
Common Class B [Member] | Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of common stock to be purchased | 3,746,303 | |||||||||
Post Business Combination [Member] | Minimum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Percentage of voting interests acquired | 50% | |||||||||
Post Business Combination [Member] | Common Class A [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Share price | $ 0.0001 | |||||||||
Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares converted in a transaction | 2,700,563 | |||||||||
Investment in equity securities held in Trust Account, at fair value | $ 24,600,000 | |||||||||
Subsequent Event [Member] | Conversion of Class B Common Stock into shares of Class A Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares converted in a transaction | 3,000,000 | |||||||||
Investment in equity securities held in Trust Account, at fair value | $ 24,600,000 | |||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of common stock to be purchased | 3,746,303 | |||||||||
Aggregate purchase price for purchase of common stock and private placement warrants | $ 16,288.27 | |||||||||
Subsequent Event [Member] | Polar Multi Strategy Master Fund [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common stock, value, subscriptions | $ 1,200,000 | |||||||||
Subsequent Event [Member] | Working Capital Promissory Note [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Gross amount of debt extinguished | $ 350,881 | |||||||||
Subsequent Event [Member] | Sponsor [Member] | Conversion of Class B Common Stock into shares of Class A Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares converted in a transaction | 3,000,000 | |||||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of private placement warrants to be purchased | 4,160,000 | |||||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common Stock, Shares, Outstanding | 5,312,029 | |||||||||
Temporary equity stock redeemed or called during period, shares | 2,700,563 | |||||||||
Temporary equity stock redemption price per share | $ 10.51 | |||||||||
Subsequent Event [Member] | Common Class A [Member] | Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | |||||||||
Subsequent Event [Member] | Common Class B [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common Stock, Shares, Outstanding | 2,750,000 | |||||||||
Number of shares converted in a transaction | 3,000,000 | |||||||||
Subsequent Event [Member] | Common Class B [Member] | Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of debt securities, held-to-maturity (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Mutual funds [Member] | Fair value (Level 1) [Member] | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost basis | $ 53,335,870 | |
Gross unrecognized holding gains | 0 | |
Gross unrecognized holding losses | 0 | |
Fair value (level 1) | $ 53,335,870 | |
U.S. Treasury securities [Member] | Fair value (Level 2) [Member] | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized cost basis | $ 51,340,014 | |
Gross unrecognized holding gains | 0 | |
Gross unrecognized holding losses | (3,293) | |
Fair value (level 2) | $ 51,336,721 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Common Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) | $ (701,173) | $ 2,405,303 | $ 78,752 | $ 1,318,234 | $ 4,876,165 | $ 355,796 | $ 1,782,882 | $ 6,550,195 |
Deemed dividend to Class A stockholders | (415,659) | (1,411,236) | (2,220,336) | (1,722,936) | ||||
Allocation of net income (loss), as adjusted | (1,116,832) | (93,002) | (437,454) | 4,827,259 | ||||
Common Class A [Member] | ||||||||
Net income (loss) | (203,741) | 3,861,807 | ||||||
Allocation of net loss attributable to common stockholders, as adjusted | (520,156) | (74,402) | ||||||
Allocation of accretion of temporary equity to Class A shares | 415,659 | 1,411,236 | 2,220,336 | 1,722,936 | ||||
Allocation of net income (loss) | $ (104,497) | $ 1,336,834 | $ 2,016,595 | $ 5,584,743 | ||||
Weighted average shares outstanding, Basic | 5,012,592 | 23,000,000 | 5,012,592 | 23,000,000 | ||||
Weighted average shares outstanding, Diluted | 5,012,592 | 23,000,000 | 5,012,592 | 23,000,000 | ||||
Net income (loss) per share, Basic | $ (0.02) | $ 0.06 | $ 0.4 | $ 0.24 | ||||
Net income (loss) per share, Diluted | $ (0.02) | $ 0.06 | $ 0.4 | $ 0.24 | ||||
Common Class B [Member] | ||||||||
Net income (loss) | $ (233,713) | $ 965,452 | ||||||
Allocation of net loss attributable to common stockholders, as adjusted | $ (596,676) | $ (18,600) | ||||||
Allocation of accretion of temporary equity to Class A shares | 0 | 0 | 0 | 0 | ||||
Allocation of net income (loss) | $ (596,676) | $ (18,600) | $ (233,713) | $ 965,452 | ||||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Net income (loss) per share, Basic | $ (0.1) | $ 0 | $ (0.04) | $ 0.17 | ||||
Net income (loss) per share, Diluted | $ (0.1) | $ 0 | $ (0.04) | $ 0.17 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Oct. 04, 2021 | Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 07, 2022 | Aug. 16, 2022 | |
Cash | $ 56,600 | $ 56,600 | $ 13,715 | ||||||
Unrecognized tax benefits | 0 | 0 | |||||||
Accrued for interest and penalties | 0 | 0 | 0 | ||||||
FDIC insured amount | 250,000 | 250,000 | |||||||
Cash and marketable securities held-to-maturity in Trust Account, at amortized cost | 53,335,870 | 53,335,870 | 51,340,014 | ||||||
Deferred income tax liabilities | 890,000 | 890,000 | $ 86,000 | ||||||
Provision for income taxes | $ 645,032 | $ 0 | 889,614 | ||||||
Income tax related expenses | $ 890,000 | $ 0 | |||||||
Temporary Equity, Shares Outstanding | 5,012,592 | 5,012,592 | |||||||
Number of days determining the maturity of investment | 60 days | ||||||||
Term of restricted investments | 90 days | ||||||||
BHACU Related Party Loan [Member] | |||||||||
Debt instrument conversion price per share | $ 1.5 | $ 1.5 | $ 1.5 | $ 1.5 | |||||
Equity Funds [Member] | |||||||||
Investments | $ 53,300,000 | $ 53,300,000 | |||||||
Inflation Reduction Act Two Thousand And Twenty Two [Member] | |||||||||
Percentage Of excise tax rate | 1% | ||||||||
Common Class A [Member] | |||||||||
Cash and marketable securities held-to-maturity in Trust Account, at amortized cost | $ 51,200,000 | ||||||||
Temporary Equity, Shares Outstanding | 5,012,592 | 5,012,592 | 5,012,592 | 17,987,408 | |||||
Accretion of Class A common stock to redemption value adjustment | $ 2,220,000 | $ 1,723,000 | |||||||
Warrants | 17,896,782 | 17,896,782 | |||||||
Common Class A [Member] | IPO [Member] | |||||||||
Stock issued during period shares | 23,000,000 | 23,000,000 | |||||||
Common Class B [Member] | |||||||||
Conversion of Stock, Shares Converted | 3,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Oct. 07, 2021 | Oct. 04, 2021 | Sep. 30, 2023 | |
Gross proceeds from Issuance Of Common Stock | |||
Transaction cost | $ 22.4 | ||
Underwriters' fees and discounts | 12.7 | ||
Other offering costs | 0.5 | ||
Private Placement Warrants [Member] | |||
Gross proceeds from Issuance Of Common Stock | |||
Underwriters' fees and discounts | $ 4.6 | ||
Class of warrants and rights issued during the period | 6,400,000 | 6,400,000 | |
Class of warrants and rights issued, price per warrant | $ 1.5 | $ 1.5 | |
Proceeds from Issuance of Private Placement | $ 9.6 | $ 9.6 | |
Maximum [Member] | |||
Gross proceeds from Issuance Of Common Stock | |||
Share price | $ 10.1 | ||
Excess fair value of the founder shares | $ 9.3 | ||
Minimum [Member] | |||
Gross proceeds from Issuance Of Common Stock | |||
Transaction cost | 1.4 | ||
Excess fair value of the founder shares | $ 0.6 | ||
Common Class A [Member] | |||
Gross proceeds from Issuance Of Common Stock | |||
Share price | $ 18 | ||
IPO [Member] | |||
Gross proceeds from Issuance Of Common Stock | |||
Share price | $ 10.1 | ||
Proceeds from issuance or sale of equity | $ 232.3 | ||
Transaction cost | $ 22.4 | ||
IPO [Member] | Public Warrants [Member] | |||
Gross proceeds from Issuance Of Common Stock | |||
Share price | $ 11.5 | ||
Initial public offering effective date | Oct. 04, 2021 | ||
IPO [Member] | Common Class A [Member] | |||
Gross proceeds from Issuance Of Common Stock | |||
Stock issued during period shares | 23,000,000 | 23,000,000 | |
Share price | $ 10 | ||
Proceeds from Issuance of Common Stock | $ 230 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | |||||||||
Oct. 07, 2021 | Oct. 06, 2021 | Oct. 04, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 31, 2023 | Dec. 31, 2022 | Nov. 01, 2022 | Mar. 12, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, face amount | $ 350,881.44 | $ 350,881.44 | ||||||||||
Notes payable, current | 350,880 | 350,880 | ||||||||||
Payments to underwriting discounts | 12,700,000 | |||||||||||
Repayments of convertible debt | 300,000 | |||||||||||
Gain loss on changes in fair value of convertible promissory note | (56,185) | 360,789 | ||||||||||
Proceeds from notes payable contribution from Sponsor | 350,880 | |||||||||||
Asset, held-in-trust | $ 1,052,644 | |||||||||||
Convertible Promissory Notes [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, face amount | 700,000 | 700,000 | ||||||||||
Debt instrument, fair value | $ 300,000 | 300,000 | ||||||||||
Proceeds from notes payable contribution from Sponsor | $ 400,000 | |||||||||||
Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share price | $ 10.1 | $ 10.1 | ||||||||||
Private Placement Warrants [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Class Of Warrants and Rights Issued During the Period | 6,400,000 | 6,400,000 | ||||||||||
Class Of Warrants and Rights Issued Price Per Warrant | $ 1.5 | $ 1.5 | ||||||||||
Proceeds from Issuance of Private Placement | $ 9,600,000 | $ 9,600,000 | ||||||||||
Threshold Period To Transfer Assign Or Sell Of Warrants After The Completion Of The Business Combination | 30 days | |||||||||||
Payments to underwriting discounts | 4,600,000 | |||||||||||
Other offering costs | 800,000 | |||||||||||
Proceeds from private placement warrant designated for operation use | $ 2,000,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share price | 18 | $ 18 | ||||||||||
IPO [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share price | $ 10.1 | $ 10.1 | ||||||||||
IPO [Member] | Common Class A [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period shares | 23,000,000 | 23,000,000 | ||||||||||
Share price | $ 10 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes payable, current | $ 300,000 | |||||||||||
Proceeds from notes payable contribution from Sponsor | $ 25,000 | |||||||||||
Sponsor [Member] | Unsecured Convertible Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, face amount | $ 988,000 | 988,000 | $ 1,500,000 | |||||||||
Repayments of convertible debt | 300,000 | |||||||||||
Gain loss on changes in fair value of convertible promissory note | 400,000 | |||||||||||
Sponsor [Member] | Related Party Loans [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument Convertible Into Warrants Value | $ 1,500,000 | $ 1,500,000 | ||||||||||
Debt instrument conversion price per share | $ 1.5 | $ 1.5 | ||||||||||
Affiliate of the Sponsor [Member] | Administration Services Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | $ 0 | $ 45,000 | $ 45,000 | $ 135,000 | ||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period shares | 5,750,000 | |||||||||||
Stock issued during period, value, new issue | $ 25,000 | $ 1,000,000 | ||||||||||
Shares issued, price per share | $ 0.004 | |||||||||||
Investment of cash in Trust Account | $ 25,000 | |||||||||||
Percentage of ownership held by initial shareholders | 20% | |||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 750,000 | |||||||||||
Percentage of maximum units purchased in the Initial Public Offering | 9.90% | |||||||||||
Initial shares transferred to the investors shares | 1,450,758 | |||||||||||
Percentage of initial shares purchased by the investors | 100% | |||||||||||
Fair value of common stock | $ 9,300,000 | $ 9,300,000 | ||||||||||
Excess of fair value of common stock over the purchase price | $ 5,803 | |||||||||||
Fair value of common stock per share value | $ 6.4 | $ 6.4 | ||||||||||
Deemed issuance costs per share | $ 0.004 | $ 0.004 | ||||||||||
Financial liabilities fair value disclosure | $ 600,000 | $ 600,000 | ||||||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued, price per share | $ 0.0001 | |||||||||||
Percentage of public shares to be redeemed In case business combination is not consummated | 100% | 100% | ||||||||||
Lock in period of shares | 1 year | |||||||||||
Share price | $ 12 | $ 12 | ||||||||||
Number of trading days for determining the share price | 20 days | |||||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||||
Waiting period after business combination for determining the share price | 150 days | |||||||||||
Founder Shares [Member] | IPO [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period shares | 22,980,000 | |||||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period shares | 1,450,758 | |||||||||||
Shares issued, price per share | $ 0.004 | |||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 750,000 | |||||||||||
Sponsor Promissory Note [Member] | Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||||
Notes payable, current | $ 100,000 | |||||||||||
Sponsor Promissory Note [Member] | Sponsor [Member] | Administration Services Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Administration expenses payable to related party | $ 15,000 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of The redemption value for Class A Shares reflected on the balance sheets (Detail) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Plus: | ||||||
Accretion/Increase in redemption value | $ 415,659 | $ 182,025 | $ 1,622,652 | $ 1,722,936 | ||
Class A Shares subject to possible redemption | 52,346,256 | $ 50,125,920 | ||||
Common Class A [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Gross proceeds received from Initial Public Offering | $ 230,000,000 | |||||
Less: | ||||||
Offering costs allocated to Public Shares | 25,455,164 | |||||
Plus: | ||||||
Redemption of Class A Shares | (183,844,056) | |||||
Accretion/Increase in redemption value | 415,659 | 182,025 | 1,622,652 | (25,455,164) | 3,969,976 | |
Class A Shares subject to possible redemption | $ 52,346,256 | $ 51,930,597 | $ 51,748,572 | $ 230,000,000 | $ 50,125,920 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares issued | 10,762,592 | |
Common stock shares outstanding | 10,762,592 | |
Percentage of ownership of the common stock issued and outstanding | 20% | |
Number Of Days Within Which Securities Registration Shall Be Effective | 60 days | |
Number Of Days After The Closing Of The Initial Business Combination Within Which The Securities Shall Be Filed | 20 days | |
Common Stock, Shares Subscribed but Unissued | 6,419 | 3,482,975 |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 10.1 | |
Share Price Equals Or Exceeds Ten USD [Member] | ||
Class of Stock [Line Items] | ||
Class Of Warrant Or Rights Redemption Price Per Warrant | $ 0.1 | |
Minimum Notice Period | 30 days | |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Period To Exercise Warrants After Business Combination | 30 days | |
Number Of Months From The Closing Of The Initial Public Offering From Which Class Of Warrant Or Right Becomes Exercisable | 12 months | |
Class of Warrant or Right, Outstanding | 11,496,782 | 11,496,782 |
Class Of Warrant Or Rights Redemption Price Per Warrant | $ 0.01 | |
Minimum Notice Period | 30 days | |
Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 9.2 | |
Adjusted exercise price of warrants percentage | 115% | |
Proceeds to be used for effectuating business combination as a percentage of the total proceeds | 60% | |
Volume Weighted Average Price Per Share | 9.20% | |
Public Warrants [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Warrants Exercisable In Connection With Redemption Feature | 0.361 | |
Public Warrants [Member] | Share Price Equals Or Exceeds Eighteen USD [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 18 | |
Adjusted share price percentage | 180% | |
Public Warrants [Member] | Share Price Equals Or Exceeds Ten USD [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 10 | |
Adjusted share price percentage | 100% | |
Public Warrants [Member] | Share Price Equals Or Exceeds Ten USD [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 18 | |
Public Warrants [Member] | Share Price Equals Or Exceeds Ten USD [Member] | Minimum [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 10 | |
Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Class of Warrant or Right, Outstanding | 6,400,000 | 6,400,000 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 5,012,592 | 5,012,592 |
Common stock shares outstanding | 5,012,592 | 5,012,592 |
Share Price | $ 18 | |
Number Of Trading Days Determining Share Price | 20 days | |
Number Of Consecutive Trading Days Determining Share Price | 30 days | |
Trading Days for Determining for Volume Weighted Average Price Of Common Stock | 10 days | |
Number of units | 1 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 5,750,000 | 5,750,000 |
Common stock shares outstanding | 5,750,000 | 5,750,000 |
Common Stock, Voting Rights | one | |
Common Stock, Conversion Basis | one-for-one |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Information About Derivative Liabilities Measured At Fair Value On A Recurring Basis (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Liabilities: | |||
Convertible Promissory Notes | $ 988,000 | ||
Level 1 [Member] | Fair Value Measurement Recurring [Member] | |||
Assets: | |||
Cash | 56,600 | $ 13,715 | |
Level 1 [Member] | Fair Value Measurement Recurring [Member] | Equity Funds [Member] | |||
Assets: | |||
Mutual funds | 53,335,870 | 0 | |
Level 1 [Member] | Fair Value Measurement Recurring [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative Liability | [1],[2] | 576,150 | 1,363,900 |
Level 3 [Member] | Fair Value Measurement Recurring [Member] | |||
Liabilities: | |||
Convertible Promissory Notes | 197,680 | 300,000 | |
Level 3 [Member] | Fair Value Measurement Recurring [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Derivative Liability | [2] | $ 320,640 | $ 759,040 |
[1]Shares of Class A common stock and warrants comprising the units began separate trading on the Nasdaq under the symbols “BHAC” and “BHACW,” respectively on November 26, 2021. Consequently, Public Warrants have been re-classified from Level 3 to Level 1 to reflect those observable inputs for identical instruments in active markets now exists.[2]The Warrants are accounted for as liabilities in accordance with Subtopic 815-40 and are presented within warrant liabilities on the unaudited condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations. |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in The Fair Value Of Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | ||||
Private Placement Warrants [Member] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial Measurement | $ 8,640,000 | ||||
Change in Fair Value | $ 187,520 | $ (698,880) | $ 72,960 | (5,425,077) | $ (2,455,883) |
Fair value | 320,640 | 133,120 | 832,000 | 3,214,923 | 759,040 |
Public Warrants [Member] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial Measurement | 14,720,000 | ||||
Change in Fair Value | 336,950 | (1,255,800) | 131,100 | (8,975,750) | (4,380,350) |
Fair value | 576,150 | 239,200 | 1,495,000 | 5,744,250 | 1,363,900 |
Warrant Liabilities [Member] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial Measurement | 23,360,000 | ||||
Change in Fair Value | 524,470 | (1,954,680) | 204,060 | (14,400,827) | (6,836,233) |
Fair value | $ 896,790 | $ 372,320 | $ 2,327,000 | $ 8,959,173 | $ 2,122,940 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule Estimated Fair Value Of Convertible Promissory Notes Based On Significant Inputs (Detail) - Convertible Promissory Notes [Member] | Sep. 30, 2023 |
Private Warrant Value per Share [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 0.05 |
Probability of successful business combination [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 20 |
Value per conversion warrant in business combination scenario [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 0.25 |
Conversion price per warrant [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 1.5 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule Of Changes In The Fair Value Of Level 3 Convertible Promissory Note (Detail) - Convertible Promissory Notes [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $ 63,093 | $ 306,367 | $ 300,000 |
Proceeds received through Convertible Promissory Note | 78,402 | 202,509 | 707,491 |
Payments on Convertible Promissory Note | (300,000) | ||
Deemed Contribution by Sponsor | (202,509) | (227,424) | |
Change in fair value | 56,185 | (243,274) | (173,700) |
Ending Balance | $ 197,680 | $ 63,093 | $ 306,367 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Inputs, Level 3 [Member] | ||
FairValueDisclosures [Line Items] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | $ 0 | |
Public Warrants [Member] | ||
FairValueDisclosures [Line Items] | ||
Class Of Warrants Or Rights Fair Value Per Warrant | $ 0.05 | $ 0.12 |
Aggregate Fair Value Of Warrants | $ 600,000 | $ 1,400,000 |
Private Placement Warrants [Member] | ||
FairValueDisclosures [Line Items] | ||
Class Of Warrants Or Rights Fair Value Per Warrant | $ 0.05 | $ 0.12 |
Aggregate Fair Value Of Warrants | $ 300,000 | $ 800,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) Number | |
Loss Contingencies [Line Items] | |
Payments for underwriting expenses | $ 12.7 |
Registration Rights Agreement [Member] | |
Loss Contingencies [Line Items] | |
Number of demands that can be made | Number | 3 |
Underwriting Agreement [Member] | |
Loss Contingencies [Line Items] | |
Percentage of gross proceeds of the initial public offering paid as underwriting discount | 2% |
Payments for underwriting expenses | $ 4.6 |
Percentage of gross proceeds of the initial public offering held in the trust account entitled as deferred underwriting discount | 3.50% |
Deferred underwriting discount payable | $ 8.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 9 Months Ended | |||||
Oct. 24, 2023 | Oct. 06, 2023 | Sep. 30, 2023 | Nov. 03, 2023 | Sep. 27, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Investment in equity securities held in Trust Account, at fair value | $ 53,300,000 | |||||
Common stock shares outstanding | 10,762,592 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate purchase price for purchase of common stock and private placement warrants | $ 16,288.27 | |||||
Purchase Agreement [Member] | Private Placement Warrants [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of private placement warrants to be purchased | 4,160,000 | |||||
Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Investment in equity securities held in Trust Account, at fair value | $ 53,300,000 | |||||
Common stock shares outstanding | 5,012,592 | 5,012,592 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares converted in a transaction | 3,000,000 | |||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Class B [Member] | Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock to be purchased | 3,746,303 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares transferred by new sponsor to non redemption holders | 389,359 | |||||
Number of shares converted in a transaction | 2,700,563 | |||||
Investment in equity securities held in Trust Account, at fair value | $ 24,600,000 | |||||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock to be purchased | 3,746,303 | |||||
Aggregate purchase price for purchase of common stock and private placement warrants | $ 16,288.27 | |||||
Subsequent Event [Member] | Purchase Agreement [Member] | Private Placement Warrants [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of private placement warrants to be purchased | 4,160,000 | |||||
Subsequent Event [Member] | Surviving Entity [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business acquisition, share price | $ 10 | |||||
Subsequent Event [Member] | Polar Multi Strategy Master Fund [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, value, subscriptions | $ 1,200,000 | |||||
Subsequent Event [Member] | Conversion of Class B Common Stock into shares of Class A Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares converted in a transaction | 3,000,000 | |||||
Investment in equity securities held in Trust Account, at fair value | $ 24,600,000 | |||||
Subsequent Event [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares opted for non redemption | 1,946,794 | |||||
Common stock shares outstanding | 5,312,029 | |||||
Subsequent Event [Member] | Common Class A [Member] | Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Subsequent Event [Member] | Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares converted in a transaction | 3,000,000 | |||||
Common stock shares outstanding | 2,750,000 | |||||
Subsequent Event [Member] | Common Class B [Member] | Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |