Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40912 | |
Entity Registrant Name | COMPASS DIGITAL ACQUISITION CORP. | |
Entity Central Index Key | 0001851909 | |
Entity Tax Identification Number | 98-1588328 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 195 US Hwy 50, Suite 208 | |
Entity Address, City or Town | Zephyr Cove | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 75219 | |
City Area Code | (310) | |
Local Phone Number | 954-9665 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Common Class A [Member] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | CDAQ | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 5,794,628 | |
Warrant [Member] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | CDAQW | |
Security Exchange Name | NASDAQ | |
Capital Units [Member] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of a redeemable warrant to acquire one Class A ordinary share | |
Trading Symbol | CDAQU | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 4,710,122 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 450,980 | $ 936,434 |
Prepaid expenses | 85,437 | 340,965 |
Total current assets | 536,417 | 1,277,399 |
Marketable securities held in Trust Account | 223,250,842 | 215,521,445 |
Total Assets | 223,787,259 | 216,798,844 |
Current liabilities: | ||
Accounts payable and accrued expenses | 301,502 | 953,511 |
Due to Sponsor | 24,821 | |
Total current liabilities | 926,502 | 1,245,832 |
Deferred underwriting fees payable | 7,434,171 | |
Derivative warrant liabilities | 2,623,073 | 952,979 |
Total liabilities | 3,549,575 | 9,632,982 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,240,488 shares at $10.51 and 10.15 per share at September 30, 2023 and December 31, 2022, respectively | 223,250,842 | 215,521,445 |
Shareholders’ deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (3,013,689) | (8,356,114) |
Total shareholders’ deficit | (3,013,158) | (8,355,583) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | 223,787,259 | 216,798,844 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,240,488 shares at $10.51 and 10.15 per share at September 30, 2023 and December 31, 2022, respectively | 223,250,842 | 215,521,445 |
Shareholders’ deficit | ||
Common stock, value | ||
Common Class B [Member] | ||
Shareholders’ deficit | ||
Common stock, value | 531 | 531 |
Related Party [Member] | ||
Current liabilities: | ||
Note payable | 500,000 | |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Note payable | $ 125,000 | $ 267,500 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 21,240,488 | 21,240,488 |
Temporary equity, redemption price per share | $ 10.51 | $ 10.15 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares, outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares, issued | 5,310,122 | 5,310,122 |
Common stock, shares, outstanding | 5,310,122 | 5,310,122 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses | $ 564,934 | $ 270,172 | $ 1,176,968 | $ 809,049 |
Administrative expense-Related party | 30,000 | 70,000 | ||
Loss from operations | (594,934) | (270,172) | (1,246,968) | (809,049) |
Change in fair value of derivative warrant liabilities | (850,533) | 1,905,956 | (1,670,094) | 7,266,459 |
Interest earned on marketable securities held in Trust Account | 2,856,382 | 960,443 | 7,729,397 | 1,279,778 |
Gain on settlement of deferred underwriting fees attributable to public warrants | 246,814 | 246,814 | ||
Gain on settlement of professional legal fees | 351,409 | 351,409 | ||
Net income | $ 2,009,138 | $ 2,596,227 | $ 5,410,558 | $ 7,737,188 |
Common Class A [Member] | ||||
Weighted average shares outstanding, basic | 21,240,488 | 21,240,488 | 21,240,488 | 21,240,488 |
Weighted average shares outstanding, diluted | 21,240,488 | 21,240,488 | 21,240,488 | 21,240,488 |
Basic net income per share | $ 0.08 | $ 0.10 | $ 0.20 | $ 0.29 |
Diluted net income per share | $ 0.08 | $ 0.10 | $ 0.20 | $ 0.29 |
Common Class B [Member] | ||||
Weighted average shares outstanding, basic | 5,310,122 | 5,310,122 | 5,310,122 | 5,310,122 |
Weighted average shares outstanding, diluted | 5,310,122 | 5,310,122 | 5,310,122 | 5,310,122 |
Basic net income per share | $ 0.08 | $ 0.10 | $ 0.20 | $ 0.29 |
Diluted net income per share | $ 0.08 | $ 0.10 | $ 0.20 | $ 0.29 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Common Class B [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 531 | $ (14,534,788) | $ (14,534,257) |
Balance, shares at Dec. 31, 2021 | 5,310,122 | ||
Net income | 2,932,363 | 2,932,363 | |
Balance at Mar. 31, 2022 | $ 531 | (11,602,425) | (11,601,894) |
Balance, shares at Mar. 31, 2022 | 5,310,122 | ||
Balance at Dec. 31, 2021 | $ 531 | (14,534,788) | (14,534,257) |
Balance, shares at Dec. 31, 2021 | 5,310,122 | ||
Net income | 7,737,188 | ||
Balance at Sep. 30, 2022 | $ 531 | (8,080,322) | (8,079,791) |
Balance, shares at Sep. 30, 2022 | 5,310,122 | ||
Balance at Dec. 31, 2021 | $ 531 | (14,534,788) | (14,534,257) |
Balance, shares at Dec. 31, 2021 | 5,310,122 | ||
Balance at Dec. 31, 2022 | $ 531 | (8,356,114) | (8,355,583) |
Balance, shares at Dec. 31, 2022 | 5,310,122 | ||
Balance at Mar. 31, 2022 | $ 531 | (11,602,425) | (11,601,894) |
Balance, shares at Mar. 31, 2022 | 5,310,122 | ||
Accretion of Class A ordinary shares to redemption amount | (322,279) | (322,279) | |
Net income | 2,208,598 | 2,208,598 | |
Balance at Jun. 30, 2022 | $ 531 | (9,716,106) | (9,715,575) |
Balance, shares at Jun. 30, 2022 | 5,310,122 | ||
Accretion of Class A ordinary shares to redemption amount | (960,443) | (960,443) | |
Net income | 2,596,227 | 2,596,227 | |
Balance at Sep. 30, 2022 | $ 531 | (8,080,322) | (8,079,791) |
Balance, shares at Sep. 30, 2022 | 5,310,122 | ||
Balance at Dec. 31, 2022 | $ 531 | (8,356,114) | (8,355,583) |
Balance, shares at Dec. 31, 2022 | 5,310,122 | ||
Accretion of Class A ordinary shares to redemption amount | (2,304,389) | (2,304,389) | |
Net income | 1,389,974 | 1,389,974 | |
Balance at Mar. 31, 2023 | $ 531 | (9,270,529) | (9,269,998) |
Balance, shares at Mar. 31, 2023 | 5,310,122 | ||
Balance at Dec. 31, 2022 | $ 531 | (8,356,114) | (8,355,583) |
Balance, shares at Dec. 31, 2022 | 5,310,122 | ||
Net income | 5,410,558 | ||
Gain on settlement of deferred underwriting fees | 7,187,357 | ||
Balance at Sep. 30, 2023 | $ 531 | (3,013,689) | (3,013,158) |
Balance, shares at Sep. 30, 2023 | 5,310,122 | ||
Balance at Mar. 31, 2023 | $ 531 | (9,270,529) | (9,269,998) |
Balance, shares at Mar. 31, 2023 | 5,310,122 | ||
Accretion of Class A ordinary shares to redemption amount | (2,568,625) | (2,568,625) | |
Net income | 2,011,446 | 2,011,446 | |
Balance at Jun. 30, 2023 | $ 531 | (9,827,708) | (9,827,177) |
Balance, shares at Jun. 30, 2023 | 5,310,122 | ||
Accretion of Class A ordinary shares to redemption amount | (2,856,383) | (2,856,383) | |
Net income | 2,009,138 | 2,009,138 | |
Gain on settlement of deferred underwriting fees | 7,187,357 | 7,187,357 | |
Return of excess contribution capital to legacy Sponsor | (49,093) | (49,093) | |
Fair value of ordinary shares issued in satisfaction of professional legal fees | 523,000 | 523,000 | |
Balance at Sep. 30, 2023 | $ 531 | $ (3,013,689) | $ (3,013,158) |
Balance, shares at Sep. 30, 2023 | 5,310,122 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - 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 | $ 2,009,138 | $ 2,596,227 | $ 5,410,558 | $ 7,737,188 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | (7,729,397) | (1,279,778) | ||
Gain on settlement of deferred underwriting fees attributable to public warrants | (246,814) | (246,814) | ||
Gain on settlement of professional legal fees | (351,409) | (351,409) | ||
Change in fair value of derivative warrant liabilities | 850,533 | (1,905,956) | 1,670,094 | (7,266,459) |
Prepaid and expenses | 255,528 | 315,124 | ||
Accounts payable and accrued expenses | 222,400 | 80,277 | ||
Net cash used in operating activities | (769,040) | (413,648) | ||
Cash Flows from Financing activities | ||||
Proceeds from note payable-related party | 500,000 | |||
Proceeds of working capital loan from legacy Sponsor | 35,000 | |||
Repayment of working capital loan from legacy Sponsor | (177,500) | 155,000 | ||
Return of excess contribution capital to legacy Sponsor | (49,093) | |||
Due from related party | (24,821) | (352,080) | ||
Net cash provided by (used in) financing activities | 283,586 | (197,080) | ||
Net decrease in cash | (485,454) | (610,728) | ||
Cash - beginning of period | 936,434 | 1,788,014 | ||
Cash - end of period | $ 450,980 | $ 1,177,286 | 450,980 | 1,177,286 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Deferred underwriting fees waiver | (7,187,357) | |||
Fair value of ordinary shares issued in satisfaction of professional legal fees | $ (523,000) |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Going Concern | Note 1 — Description of Organization, Business Operations and Going Concern Compass Digital Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not yet commenced any operations. All activity for the period March 8, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) which is described below, and the search for a target business with which to consummate an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor was originally Compass Digital SPAC LLC (the “Legacy Sponsor”), until August 31, 2023 and has been HGC Opportunity, LLC (the “New Sponsor” together, with the Legacy Sponsor, the “Sponsors”), a Delaware limited liability company, since August 31, 2023. The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on October 19, 2021. On October 19, 2021, the Company consummated the Initial Public Offering of 20,000,000 0.0001 one-third 10.00 200,000,000 Certain institutional anchor investors (the “Institutional Anchor Investors”) that are not affiliated with the Company, the Sponsors, or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of 20,000,000 10.00 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 1.50 7,000,000 186,667 280,000 The Institutional Anchor Investors also purchased equity interests of the Legacy Sponsor equivalent to 1,547,727 0.004 Transaction costs amounted to $ 11,929,189 4,000,000 7,000,000 929,189 199,999 631,124 10,414,655 676,712 37,917 Following the closing of the Initial Public Offering on October 19, 2021, an amount of $ 200,000,000 10.00 185 The underwriters notified the Company of their intention to partially exercise the over-allotment option on November 30, 2021 (the “Over-Allotment”). As such, on November 30, 2021, the Company consummated the sale of an additional 1,240,488 10.00 165,398 1.50 12,404,880 248,097 12,404,880 212,404,880 682,268 434,171 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, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Charter provides that, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15 The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsors have agreed (a) to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Charter with respect to the Company’s pre-Business Combination activities prior to the closing of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by July 19, 2024 (the “Extended Dissolution Date”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $ 100,000 10.00 The New Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 10.00 On August 30, 2023, the Legacy Sponsor and the New Sponsor entered into an agreement (the “Sponsor Purchase Agreement”), and on August 31, 2023, the Legacy Sponsor and the New Sponsor consummated the transactions contemplated thereby (the “Sponsor Closing”). Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Closing: (i) the Legacy Sponsor transferred 3,093,036 4,645,398 300,000 125,000 2,217,086 Between October 10, 2023 and October 19, 2023, the Company and the New Sponsor entered into agreements (“Non-Redemption Agreements”) with an unaffiliated third party investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 749,810 At the Meeting on October 19, 2023, the shareholders of the Company approved the Extension Amendment Proposal and the Founder Share Amendment Proposal. In connection with the Meeting, shareholders holding 16,045,860 169.1 10.54 Additionally on October 19, 2023, the Sponsor also converted an aggregate of 600,000 5,794,628 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $ 450,980 390,085 25,000 195,000 1,500,000 As of September 30, 2023, the Company had drawn $ 500,000 125,000 Based on the foregoing, management believes that the Company may not have sufficient working capital to meet its anticipated obligations through the earlier of its consummation of an initial business combination or its liquidation date. Over this time period, the Company will be using these funds for paying existing accounts payable, operating costs, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The Company has until July 19, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time and the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. Management has determined that the liquidity condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company’s ability to complete a business combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 450,980 936,434 no Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, the Company had $ 223,250,842 215,521,445 At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. Class A Ordinary Shares Subject to Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 21,240,488 2,856,383 7,729,397 960,443 1,282,772 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested in U.S. treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs allocated to Warrants were recognized in other expenses, and those related to the Company’s Class A Ordinary Shares were charged against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the ASC 340-10-S99-1, “Other Assets and Deferred Costs”. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted income per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: Summary of Earnings Per Share, Basic and Diluted For the three months ended September 30, 2023 For the three months ended September 30, 2022 For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income per ordinary share Numerator: Net income Allocation of net income, as adjusted $ 1,607,310 $ 401,828 $ 2,076,982 $ 519,245 $ 4,328,446 $ 1,082,112 $ 6,189,750 $ 1,547,438 Denominator: Weighted Average Shares Basic and diluted weighted average shares outstanding 21,240,488 5,310,122 21,240,488 5,310,122 21,240,488 5,310,122 21,240,488 5,310,122 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.10 $ 0.10 $ 0.20 $ 0.20 $ 0.29 $ 0.29 Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheets in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for the conversion features in Working Capital Loans under ASC 815. The conversion features were determined to be classified as a derivative liability, and the Company has determined that the fair value was immaterial at September 30, 2023 and December 31, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 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, (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Revisions to Prior Periods’ Financial Statements In the fourth quarter of 2022, the Company identified errors resulting from not recognizing unbilled legal fees incurred during the year ended December 31, 2021, the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the three and nine months ended September 30, 2022. Additional legal fees incurred and unbilled were $ 58,148 175,329 58,148 175,329 852,040 0.5 The Company evaluated the materiality of the errors described above from a qualitative and quantitative perspective. Based on such evaluation taking into account the requirements of SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the Company concluded that the correction would not be material to the financial position or results of operations for the three and nine months ended September 30, 2022, respectively. Accordingly, the Company has revised the comparative period in the accompanying financial statements as of September 30, 2023 to correct this error. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On October 19, 2021, the Company sold 20,000,000 23,000,000 10.00 200,000,000 11,929,189 4,000,000 7,000,000 929,189 0.0001 11.50 Certain institutional anchor investors that are not affiliated with the Company, the Sponsors, or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of 20,000,000 10.00 The underwriters notified the Company of their intention to partially exercise the Over-Allotment. As such, on November 30, 2021, the Company consummated the sale of an additional 1,240,488 10.00 165,398 1.50 12,404,880 248,097 12,404,880 212,404,880 682,269 434,171 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Legacy Sponsor has purchased 4,666,667 1.50 7,000,000 186,667 280,000 1,240,488 10.00 12,404,880 165,398 1.50 Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Extended Dissolution Date. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On March 9, 2021, the Company issued an aggregate of 5,750,000 25,000 721,402 750,000 20 1,240,488 439,878 5,310,122 The Sponsors have agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes liquidation, merger, capital stock exchange or similar transaction that results in the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 In connection with the closing of the Initial Public Offering, the Legacy Sponsor sold equity interest of the Legacy Sponsor equivalent to 1,547,727 0.004 6.73 10,414,655 10,062,469 352,186 Promissory Note — Related Party On March 9, 2021, the Legacy Sponsor agreed to loan the Company an aggregate of up to $ 250,000 195,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Legacy Sponsor, an affiliate of the Legacy Sponsor, or the Company’s former officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Legacy Working Capital Loans”). Such Legacy Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,000,000 1.50 As of December 31, 2021, there was a written agreement in place of the Legacy Working Capital Loans. Compass Digital Acquisition Corp. issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 1,000,000 1.50 125,000 267,500 On September 6, 2023, the Company entered into a subscription agreement (the “Polar Subscription Agreement”) with the New Sponsor and Polar, pursuant to which Polar agreed to fund up to $ 1,500,000 500,000 500,000 Administrative Services Letter Agreement Commencing on October 14, 2021 and until completion of the Company’s initial business combination or liquidation, the Company will reimburse an affiliate of the Sponsor up to an amount of $ 10,000 30,000 90,000 no |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Legacy Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the 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 “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,000,000 1,240,488 10.00 12,404,880 The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000 (or $4,600,000 if the over-allotment option in exercised in full). In addition, the underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the over-allotment option in exercised in full). On August 11 and August 14, 2023, the Company received formal confirmations from J.P. Morgan Securities LLC (“JP Morgan”) and Citigroup Global Markets Inc. (“Citi”), informing the Company of their decisions to waive any entitlement they may have to their deferred underwriting fees payable held in the Trust Account with respect to any Business Combination. Out of the release of $ 7,434,171 7,187,357 246,814 Financial Advisory Agreements The Company entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection with the Company’s business combinations. The Company has agreed to pay success fees for signed letters of intent and any successful acquisition. Success fees range from $ 50,000 1,250,000 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liability | Note 7 — Warrant Liability The Company issued 11,912,228 6,666,667 4,666,667 413,496 165,398 Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration, under the Securities Act of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Warrants for redemption: Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Warrants for redemption:●in whole and not in part;●at a price of $0.01 per Public Warrant;●upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and●if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption: Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:●in whole and not in part;●at $0.10 per warrant 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 the number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as defined below);●if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and●if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. ● in whole and not in part; ● at $0.10 per warrant 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 the number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as defined below); ● if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to affect such registration or qualification. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Extended Dissolution Date 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. 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 ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 60 the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants will not and the shares of ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2023 | |
Class Ordinary Shares Subject To Possible Redemption | |
Class A Ordinary Shares Subject to Possible Redemption | Note 8 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 0.0001 21,240,488 The reconciliation of Class A ordinary shares subject to possible redemption is as follows. Schedule of Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares subject to possible redemption at December 31, 2021 $ 212,404,880 Plus: Accretion of Class A Ordinary Shares to redemption value 3,116,565 Class A Ordinary Shares subject to possible redemption at December 31, 2022 215,521,445 Plus: Accretion of Class A Ordinary Shares to redemption value 2,304,389 Class A Ordinary Shares subject to possible redemption at March 31, 2023 217,825,834 Plus: Accretion of Class A Ordinary Shares to redemption value 2,568,625 Class A Ordinary Shares subject to possible redemption at June 30, 2023 $ 220,394,459 Plus: Accretion of Class A Ordinary Shares to redemption value 2,856,383 Class A Ordinary Shares subject to possible redemption at September 30, 2023 $ 223,250,842 |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 9 — Shareholders’ Deficit Preferred Shares — The Company is authorized to issue 1,000,000 0.0001 no Class A Ordinary Shares — The Company is authorized to issue up to 200,000,000 0.0001 Holders of the Company’s ordinary shares are entitled to one vote for each share 21,240,488 21,240,488 20,000,000 1,240,488 Class B Ordinary Shares — The Company is authorized to issue up to 20,000,000 0.0001 Holders of the Company’s ordinary shares are entitled to one vote for each share 5,310,122 5,750,000 439,878 The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20 The Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on a Recurring Basis Description Level September 30, 2023 Level December 31, 2022 Asset: Marketable Securities Held In Trust Account (1) Level 1 $ 223,250,842 Level 1 $ 215,521,445 Liabilities: Private Placement Warrants (2) Level 2 $ 1,064,021 Level 2 $ 386,566 Public Warrants (2) Level 2 $ 1,559,052 Level 1 $ 566,413 (1) The fair value of the marketable securities held in Trust Account approximates the carrying amount primarily due to the short-term nature. (2) Measured at fair value on a recurring basis. Warrants The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting date. Changes in the fair value of the Warrants are recorded in the unaudited condensed statements of operations at the end of each period. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Warrants are accounted for as liabilities in accordance with ASC 815-40, and are presented within warrant liabilities on the 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 condensed statements of operations. Initial Measurement The Company established the initial fair value for the Warrants on October 19, 2021, using a Binomial Lattice based approach for both the Public Warrants and the Private Placement Warrants. Specifically, the Cox-Rubenstein-Ross methodology of constructing lattice models. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares, and one-third of one Public Warrant), and (ii) the sale of Private Placement Warrants, and first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Schedule of Fair Value Measurement Inputs and Valuation Techniques Input (Initial Measurement) Risk-free interest rate 1.17 % Expected term (years) 5.00 Expected volatility 12.30 % Exercise price $ 11.50 Fair value of Units $ 9.78 The Company’s use of a Binomial Lattice based approach required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected term was determined to be slightly over five years, in-line with a typical equity investor assumed holding period ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of business combinations by similar special purpose acquisition companies. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The fair value of the Units, which each consist of one Class A ordinary shares and one-third of one Public Warrant, represents the closing price on the measurement date as observed from the ticker CDAQU. Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk-neutral probability of exceeding the $ 18.00 Subsequent Measurement Upon consummation of the Initial Public Offering on October 19, 2021, the Company’s Warrants were classified as Level 3 due to unobservable inputs used in the initial valuation. On December 9, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded in accordance with the Prospectus filed October 18, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. The subsequent measurement of the Public Warrants as of December 31, 2022 were classified as Level 1 due to the use of an observable market quote in an active market. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of September 30, 2023. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants were classified as Level 2 as it references the price of Public Warrants. The following table presents the changes in the fair value of warrant liabilities for the nine months ended September 30, 2023: Schedule of Fair Value of Warrant Liabilities Private Placement Public Warrant Liabilities Fair value as of January 1, 2023 $ 386,566 $ 566,413 $ 952,979 Change in fair value 241,603 354,008 595,611 Fair value as of March 31, 2023 $ 628,169 $ 920,421 $ 1,548,590 Change in fair value 90,843 133,107 223,950 Fair value as of June 30, 2023 $ 719,012 $ 1,053,528 $ 1,772,540 Fair value $ 719,012 $ 1,053,528 $ 1,772,540 Change in fair value 345,009 505,524 850,533 Fair value as of September 30, 2023 $ 1,064,021 $ 1,559,052 $ 2,623,073 Fair value $ 1,064,021 $ 1,559,052 $ 2,623,073 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated events that have occurred after the condensed balance sheet date up through the date the condensed financial statements were issued. Based upon the review, management did not identify any subsequent events other than what disclosed below that would have required adjustment or disclosure in the unaudited condensed financial statements. Between October 10, 2023 and October 19, 2023, the Company and the New Sponsor entered into the Non-Redemption Agreements with an unaffiliated third-party investors in exchange for such investors agreeing not to redeem the Non-Redeemed Shares at the Meeting. In exchange for the foregoing commitment with the Company not to redeem the Non-Redeemed Shares, the New Sponsor has agreed to transfer to such investors an aggregate of 749,810 At the Meeting on October 19, 2023, the shareholders of the Company approved the Extension Amendment Proposal and the Founder Share Amendment Proposal. In connection with the Meeting, shareholders holding 16,045,860 169.1 10.54 Additionally on October 19, 2023, the Sponsor also converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A ordinary shares 5,794,628 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. |
Liquidity, Capital Resources and Going Concern | Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $ 450,980 390,085 25,000 195,000 1,500,000 As of September 30, 2023, the Company had drawn $ 500,000 125,000 Based on the foregoing, management believes that the Company may not have sufficient working capital to meet its anticipated obligations through the earlier of its consummation of an initial business combination or its liquidation date. Over this time period, the Company will be using these funds for paying existing accounts payable, operating costs, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The Company has until July 19, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time and the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. Management has determined that the liquidity condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Risks and Uncertainties | Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company’s ability to complete a business combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 450,980 936,434 no |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, the Company had $ 223,250,842 215,521,445 At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. |
Class A Ordinary Shares Subject to Redemption | Class A Ordinary Shares Subject to Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 21,240,488 2,856,383 7,729,397 960,443 1,282,772 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested in U.S. treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs allocated to Warrants were recognized in other expenses, and those related to the Company’s Class A Ordinary Shares were charged against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the ASC 340-10-S99-1, “Other Assets and Deferred Costs”. |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted income per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: Summary of Earnings Per Share, Basic and Diluted For the three months ended September 30, 2023 For the three months ended September 30, 2022 For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income per ordinary share Numerator: Net income Allocation of net income, as adjusted $ 1,607,310 $ 401,828 $ 2,076,982 $ 519,245 $ 4,328,446 $ 1,082,112 $ 6,189,750 $ 1,547,438 Denominator: Weighted Average Shares Basic and diluted weighted average shares outstanding 21,240,488 5,310,122 21,240,488 5,310,122 21,240,488 5,310,122 21,240,488 5,310,122 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.10 $ 0.10 $ 0.20 $ 0.20 $ 0.29 $ 0.29 |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheets in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for the conversion features in Working Capital Loans under ASC 815. The conversion features were determined to be classified as a derivative liability, and the Company has determined that the fair value was immaterial at September 30, 2023 and December 31, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 |
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, (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Revisions to Prior Periods’ Financial Statements | Revisions to Prior Periods’ Financial Statements In the fourth quarter of 2022, the Company identified errors resulting from not recognizing unbilled legal fees incurred during the year ended December 31, 2021, the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the three and nine months ended September 30, 2022. Additional legal fees incurred and unbilled were $ 58,148 175,329 58,148 175,329 852,040 0.5 The Company evaluated the materiality of the errors described above from a qualitative and quantitative perspective. Based on such evaluation taking into account the requirements of SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the Company concluded that the correction would not be material to the financial position or results of operations for the three and nine months ended September 30, 2022, respectively. Accordingly, the Company has revised the comparative period in the accompanying financial statements as of September 30, 2023 to correct this error. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: Summary of Earnings Per Share, Basic and Diluted For the three months ended September 30, 2023 For the three months ended September 30, 2022 For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income per ordinary share Numerator: Net income Allocation of net income, as adjusted $ 1,607,310 $ 401,828 $ 2,076,982 $ 519,245 $ 4,328,446 $ 1,082,112 $ 6,189,750 $ 1,547,438 Denominator: Weighted Average Shares Basic and diluted weighted average shares outstanding 21,240,488 5,310,122 21,240,488 5,310,122 21,240,488 5,310,122 21,240,488 5,310,122 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.10 $ 0.10 $ 0.20 $ 0.20 $ 0.29 $ 0.29 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Class Ordinary Shares Subject To Possible Redemption | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption | The reconciliation of Class A ordinary shares subject to possible redemption is as follows. Schedule of Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares subject to possible redemption at December 31, 2021 $ 212,404,880 Plus: Accretion of Class A Ordinary Shares to redemption value 3,116,565 Class A Ordinary Shares subject to possible redemption at December 31, 2022 215,521,445 Plus: Accretion of Class A Ordinary Shares to redemption value 2,304,389 Class A Ordinary Shares subject to possible redemption at March 31, 2023 217,825,834 Plus: Accretion of Class A Ordinary Shares to redemption value 2,568,625 Class A Ordinary Shares subject to possible redemption at June 30, 2023 $ 220,394,459 Plus: Accretion of Class A Ordinary Shares to redemption value 2,856,383 Class A Ordinary Shares subject to possible redemption at September 30, 2023 $ 223,250,842 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on a Recurring Basis Description Level September 30, 2023 Level December 31, 2022 Asset: Marketable Securities Held In Trust Account (1) Level 1 $ 223,250,842 Level 1 $ 215,521,445 Liabilities: Private Placement Warrants (2) Level 2 $ 1,064,021 Level 2 $ 386,566 Public Warrants (2) Level 2 $ 1,559,052 Level 1 $ 566,413 (1) The fair value of the marketable securities held in Trust Account approximates the carrying amount primarily due to the short-term nature. (2) Measured at fair value on a recurring basis. |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Schedule of Fair Value Measurement Inputs and Valuation Techniques Input (Initial Measurement) Risk-free interest rate 1.17 % Expected term (years) 5.00 Expected volatility 12.30 % Exercise price $ 11.50 Fair value of Units $ 9.78 |
Schedule of Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities for the nine months ended September 30, 2023: Schedule of Fair Value of Warrant Liabilities Private Placement Public Warrant Liabilities Fair value as of January 1, 2023 $ 386,566 $ 566,413 $ 952,979 Change in fair value 241,603 354,008 595,611 Fair value as of March 31, 2023 $ 628,169 $ 920,421 $ 1,548,590 Change in fair value 90,843 133,107 223,950 Fair value as of June 30, 2023 $ 719,012 $ 1,053,528 $ 1,772,540 Fair value $ 719,012 $ 1,053,528 $ 1,772,540 Change in fair value 345,009 505,524 850,533 Fair value as of September 30, 2023 $ 1,064,021 $ 1,559,052 $ 2,623,073 Fair value $ 1,064,021 $ 1,559,052 $ 2,623,073 |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details Narrative) - USD ($) | 9 Months Ended | |||||
Oct. 19, 2023 | Aug. 30, 2023 | Nov. 30, 2021 | Oct. 19, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Consummated the initial public offering (in shares) | 1,240,488 | |||||
Shares issued, price per share | $ 1.50 | |||||
Units price per share | $ 1.50 | $ 10 | $ 0.004 | |||
Gross proceeds | $ 248,097 | $ 200,000,000 | $ 200,000,000 | |||
Purchased an aggregate | 20,000,000 | |||||
Offering price | $ 10 | |||||
Underwriting fees | 4,000,000 | |||||
Deferred underwriting fees | 7,000,000 | |||||
Underwriting expense paid | $ 199,999 | |||||
Allocation of offering costs and founders shares to warrant expense | 631,124 | |||||
Fair value in excess of consideration | $ 10,414,655 | |||||
Net proceeds | $ 200,000,000 | |||||
Price per share | $ 10 | |||||
Maturity days | 185 days | |||||
Private placement warrants | 165,398 | |||||
Fair market value, percentage | 80% | |||||
Percentage of outstanding voting securities | 50% | |||||
Net tangible assets | $ 5,000,001 | |||||
Aggregate of public shares, percentage | 15% | |||||
Trust account per share | $ 10 | |||||
Dissolution expenses | $ 100,000 | |||||
Public per shares | $ 10 | |||||
Value of trust assets | 10 | |||||
Share price | $ 12 | |||||
Sponsor Purchase Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period value issued for services | $ 300,000 | |||||
Amended Letter Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares retained | 2,217,086 | |||||
Common Class B [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Consummated the initial public offering (in shares) | 749,810 | |||||
Stock issued during period, shares, purchase of assets | 1,547,727 | |||||
Number of shares retained | 5,310,122 | 5,310,122 | ||||
Founder Shares [Member] | Sponsor Purchase Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period shares issued for services | 3,093,036 | |||||
Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares retained | 5,794,628 | 0 | 0 | |||
Conversion of stock shares issued | 600,000 | |||||
Common Class A [Member] | Shareholders [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares retained | 16,045,860 | |||||
Proceeds from Sale of Restricted Investments | $ 169,100,000 | |||||
Share price | $ 10.54 | |||||
Common Class A [Member] | Non Redemption Agreements [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares non-redeemed | 4,998,734 | |||||
Institutional Anchor Investors [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate of private warrants | 186,667 | |||||
Transfer of warrants interse value | $ 280,000 | |||||
Sponsor [Member] | Sponsor Purchase Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Repayment of note payable | $ 125,000 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Consummated the initial public offering (in shares) | 20,000,000 | |||||
Shares issued, price per share | $ 0.0001 | |||||
Stock conversion basis | one-third | |||||
Units price per share | $ 10 | |||||
Transaction costs amounted | $ 11,929,189 | |||||
Underwriting fees | 4,000,000 | |||||
Deferred underwriting fees | 7,000,000 | |||||
Other offering costs | 929,189 | |||||
Allocation of offering costs and founders shares to warrant expense | 37,917 | |||||
Additional offering costs | $ 676,712 | |||||
Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Consummated the initial public offering (in shares) | 4,666,667 | |||||
Units price per share | $ 1.50 | |||||
Gross proceeds | $ 12,404,880 | $ 7,000,000 | ||||
Founder Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Units price per share | $ 0.004 | |||||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Consummated the initial public offering (in shares) | 1,240,488 | |||||
Units price per share | $ 10 | $ 10 | ||||
Deferred underwriting fees | $ 434,171 | |||||
Net proceeds was deposited into the trust account | 12,404,880 | |||||
Aggregate proceeds held in the Trust Account | 212,404,880 | |||||
Offering costs | $ 682,268 | |||||
Private Placement Warrants [Member] | Sponsor Purchase Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period shares issued for services | 4,645,398 |
Summary of Earnings Per Share,
Summary of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Class A [Member] | ||||
Allocation of net income, as adjusted | $ 1,607,310 | $ 2,076,982 | $ 4,328,446 | $ 6,189,750 |
Basic weighted average shares outstanding | 21,240,488 | 21,240,488 | 21,240,488 | 21,240,488 |
Diluted weighted average shares outstanding | 21,240,488 | 21,240,488 | 21,240,488 | 21,240,488 |
Basic net income per ordinary share | $ 0.08 | $ 0.10 | $ 0.20 | $ 0.29 |
Diluted net income per ordinary share | $ 0.08 | $ 0.10 | $ 0.20 | $ 0.29 |
Common Class B [Member] | ||||
Allocation of net income, as adjusted | $ 401,828 | $ 519,245 | $ 1,082,112 | $ 1,547,438 |
Basic weighted average shares outstanding | 5,310,122 | 5,310,122 | 5,310,122 | 5,310,122 |
Diluted weighted average shares outstanding | 5,310,122 | 5,310,122 | 5,310,122 | 5,310,122 |
Basic net income per ordinary share | $ 0.08 | $ 0.10 | $ 0.20 | $ 0.29 |
Diluted net income per ordinary share | $ 0.08 | $ 0.10 | $ 0.20 | $ 0.29 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 06, 2023 | |
Operating bank account | $ 450,980 | $ 450,980 | |||||||
Working capital | 390,085 | ||||||||
Cash payments | 25,000 | 25,000 | |||||||
Working capital loans | $ 1,500,000 | ||||||||
Additional drawn | 500,000 | ||||||||
Outstanding from Legacy Working Capital Loans | 125,000 | $ 267,500 | |||||||
Cash | 450,980 | 450,980 | 936,434 | ||||||
Cash equivalents, at carrying value | 0 | 0 | 0 | ||||||
Cash held in the trust account | 223,250,842 | 223,250,842 | $ 215,521,445 | ||||||
Temporary equity, accretion to redemption value | 2,856,383 | $ 2,568,625 | $ 2,304,389 | $ 960,443 | $ 322,279 | ||||
Federal depository insurance | 250,000 | ||||||||
Operating expenses | $ 564,934 | 270,172 | $ 1,176,968 | $ 809,049 | |||||
Percentage of impact on investment held in trust account | 0.50% | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Unbilled Legal Fee Incurred Now Corrected [Member] | |||||||||
Legal fee incurred and unbilled | 58,148 | 175,329 | |||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Error In Understatement Of Formation Costs And Other Operating Expenses Now Corrected [Member] | |||||||||
Operating expenses | 58,148 | 175,329 | |||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Error In Understatement Of Accounts Payable And Accrued Expenses Now Corrected [Member] | |||||||||
Accounts payable and accrued expenses, long-term | 852,040 | 852,040 | |||||||
Common Class A [Member] | |||||||||
Temporary equity, shares issued | 21,240,488 | 21,240,488 | 21,240,488 | ||||||
Temporary equity, accretion to redemption value | $ 2,856,383 | $ 2,568,625 | $ 2,304,389 | $ 960,443 | $ 7,729,397 | $ 1,282,772 | $ 3,116,565 | ||
Founder Shares [Member] | |||||||||
Stockholders Equity Deficit | $ 195,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 9 Months Ended | |||
Nov. 30, 2021 | Oct. 19, 2021 | Sep. 30, 2023 | Mar. 09, 2021 | |
Shares, issued | 20,000,000 | 5,750,000 | ||
Underwriters shares exercised | 23,000,000 | |||
Shares purchase price per unit | $ 10 | |||
Gross proceeds | $ 200,000,000 | |||
Incurring offering costs | 11,929,189 | |||
Underwriting fees | 4,000,000 | |||
Deferred underwriting fees | 7,000,000 | |||
Other offering costs | $ 929,189 | |||
Common stock, par value | $ 0.0001 | |||
Offering shares | 20,000,000 | |||
Offering price per unit | $ 10 | |||
Sale of share | 1,240,488 | |||
Sale of per share | $ 1.50 | $ 10 | $ 0.004 | |
Gross proceeds | $ 248,097 | $ 200,000,000 | $ 200,000,000 | |
Over-Allotment Option [Member] | ||||
Deferred underwriting fees | 434,171 | |||
Other offering costs | $ 682,269 | |||
Sale of share | 1,240,488 | |||
Sale of per share | $ 10 | $ 10 | ||
Net proceeds deposited into the Trust Account | $ 12,404,880 | |||
Aggregate proceeds held in the Trust Account | $ 212,404,880 | |||
Public Warrant [Member] | ||||
Common stock, par value | $ 11.50 | |||
Private Placement Warrants [Member] | ||||
Sale of share | 165,398 | |||
Sale of per share | $ 1.50 | |||
Gross proceeds | $ 12,404,880 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 9 Months Ended | ||
Nov. 30, 2021 | Sep. 30, 2023 | Oct. 19, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Sponsor purchased | 4,666,667 | ||
Price per warrant | $ 1.50 | ||
Generating total proceeds | $ 7,000,000 | ||
Aggregate amount | 186,667 | ||
Sale of share | 1,240,488 | ||
Sale of per share | $ 1.50 | $ 0.004 | $ 10 |
Over-Allotment Option [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Sponsor purchased | 165,398 | ||
Price per warrant | $ 1.50 | ||
Generating total proceeds | $ 12,404,880 | ||
Sale of share | 1,240,488 | ||
Sale of per share | $ 10 | $ 10 | |
Institutional Anchor Investors [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate amount | $ 280,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 19, 2023 | Nov. 30, 2021 | Oct. 19, 2021 | May 13, 2021 | Mar. 09, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 06, 2023 | |
Related Party Transaction [Line Items] | |||||||||||
Aggregate shares issued | 20,000,000 | 5,750,000 | |||||||||
Purchase price of founder shares | $ 25,000 | ||||||||||
Aggregate of shares transferred | 721,402 | ||||||||||
Founder shares subject to forfeiture | 750,000 | ||||||||||
Common stock issued and outstanding | 20% | ||||||||||
Sale of share | 1,240,488 | ||||||||||
Price per unit | $ 12 | $ 12 | |||||||||
Sale of per share | $ 1.50 | $ 10 | $ 0.004 | $ 0.004 | |||||||
Aggregate cover expenses | $ 24,821 | ||||||||||
Price per warrant | $ 1.50 | $ 1.50 | |||||||||
Issued of unsecured promissory note | $ 1,000,000 | ||||||||||
Drawing | 125,000 | $ 267,500 | |||||||||
Working Capital Loans | $ 1,500,000 | ||||||||||
Committed capital | 500,000 | ||||||||||
Drawing | 500,000 | ||||||||||
Secretarial and administrative service expenses | 10,000 | ||||||||||
Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Aggregate cover expenses | $ 250,000 | ||||||||||
Note payable, related party | $ 195,000 | ||||||||||
Conversion of notes | $ 1,000,000 | $ 1,000,000 | |||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of share | 749,810 | ||||||||||
Common Stock, Shares, Issued | 5,310,122 | 5,310,122 | 5,310,122 | ||||||||
Common Stock, Shares, Outstanding | 5,310,122 | 5,310,122 | 5,310,122 | ||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common Stock, Shares, Issued | 0 | 0 | 0 | ||||||||
Common Stock, Shares, Outstanding | 5,794,628 | 0 | 0 | 0 | |||||||
Debt conversion price | $ 1.50 | $ 1.50 | |||||||||
Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of share | 1,240,488 | ||||||||||
Sale of per share | $ 10 | 10 | 10 | ||||||||
IPO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of share | 20,000,000 | ||||||||||
Sale of per share | 10 | $ 10 | |||||||||
Price per warrant | $ 0.0001 | ||||||||||
Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Aggregate of shares transferred | 1,547,727 | ||||||||||
Sale of per share | $ 6.73 | $ 6.73 | |||||||||
Deferred offering costs | $ 10,414,655 | $ 10,414,655 | |||||||||
Statement of operations and transaction costs | $ 352,186 | ||||||||||
Founder Shares [Member] | Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Forfeited | 439,878 | ||||||||||
Common Stock, Shares, Issued | 5,310,122 | 5,310,122 | 5,310,122 | ||||||||
Common Stock, Shares, Outstanding | 5,310,122 | 5,310,122 | 5,310,122 | ||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of share | 1,240,488 | ||||||||||
Founder Shares [Member] | IPO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stockholders equity deficit | $ 10,062,469 | ||||||||||
Administrative Services Agreement [Member] | Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Selling, general and administrative expense | $ 30,000 | $ 0 | $ 90,000 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Nov. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 19, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Underwriters shares additional units | 3,000,000 | ||||||
Sale of share | 1,240,488 | ||||||
Sale of per share | $ 1.50 | $ 0.004 | $ 0.004 | $ 10 | |||
Aggregate gross proceeds | $ 7,000,000 | ||||||
Deferred underwriters fee payable | $ 7,434,171 | ||||||
Gain on settlement of deferred underwriting fees | 7,187,357 | 7,187,357 | |||||
Gain on settlement of deferred underwriting fees attributable to public warrants | $ 246,814 | $ 246,814 | |||||
Underwriters Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of per share | $ 10 | $ 10 | |||||
Aggregate gross proceeds | $ 12,404,880 | ||||||
Underwriting agreement description | The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000 (or $4,600,000 if the over-allotment option in exercised in full). In addition, the underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the over-allotment option in exercised in full). | ||||||
Underwriters Agreement [Member] | Financial Advisory Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Amount of success fees on acquisition | $ 50,000 | $ 50,000 | $ 1,250,000 | ||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of share | 1,240,488 | ||||||
Sale of per share | $ 10 | $ 10 | $ 10 | ||||
Aggregate gross proceeds | $ 12,404,880 | ||||||
Over-Allotment Option [Member] | Underwriters Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of share | 1,240,488 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 shares | |
Subsidiary, Sale of Stock [Line Items] | |
Public warrants | 6,666,667 |
Private placement warrants | 4,666,667 |
Warrants expire years | 5 years |
Total equity proceeds | 60% |
Business Combination [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Description of business combination | the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Common Class A [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Redemption of warrant, description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:●in whole and not in part;●at $0.10 per warrant 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 the number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as defined below);●if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and●if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. |
Effective issue price | 9.20 |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Warrants issued | 11,912,228 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Public warrants | 413,496 |
Private placement warrants | 165,398 |
Warrant [Member] | Common Class A [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Redemption of warrant, description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Warrants for redemption:●in whole and not in part;●at a price of $0.01 per Public Warrant;●upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and●if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) |
Schedule of Class A Ordinary Sh
Schedule of Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class A Ordinary Shares subject to possible redemption, balance outstandings | $ 215,521,445 | $ 215,521,445 | ||||||
Accretion of Class A Ordinary Shares to redemption value | $ 2,856,383 | $ 2,568,625 | 2,304,389 | $ 960,443 | $ 322,279 | |||
Class A Ordinary Shares subject to possible redemption, balance outstandings | 223,250,842 | 223,250,842 | $ 215,521,445 | |||||
Common Class A [Member] | ||||||||
Class A Ordinary Shares subject to possible redemption, balance outstandings | 220,394,459 | 217,825,834 | 215,521,445 | 215,521,445 | $ 212,404,880 | 212,404,880 | ||
Accretion of Class A Ordinary Shares to redemption value | 2,856,383 | 2,568,625 | 2,304,389 | $ 960,443 | 7,729,397 | $ 1,282,772 | 3,116,565 | |
Class A Ordinary Shares subject to possible redemption, balance outstandings | $ 223,250,842 | $ 220,394,459 | $ 217,825,834 | $ 223,250,842 | $ 215,521,445 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details Narrative) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 19, 2021 |
Common stock, par value | $ 0.0001 | ||
Common Class A [Member] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares outstanding | 21,240,488 | 21,240,488 |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Oct. 19, 2023 | Oct. 19, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, par value | $ 0.0001 | |||
Common stock issued and outstanding | 20% | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of the Company’s ordinary shares are entitled to one vote for each share | Holders of the Company’s ordinary shares are entitled to one vote for each share | ||
Temporary equity, shares issued | 21,240,488 | 21,240,488 | ||
Temporary equity, shares outstanding | 21,240,488 | 21,240,488 | ||
Common stock, shares, original issued | 20,000,000 | |||
Common stock, shares, additional issued | 1,240,488 | |||
Common stock, shares issued | 0 | 0 | ||
Common stock, shares, outstanding | 0 | 0 | 5,794,628 | |
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of the Company’s ordinary shares are entitled to one vote for each share | Holders of the Company’s ordinary shares are entitled to one vote for each share | ||
Common stock, shares, original issued | 5,750,000 | |||
Common stock, shares issued | 5,310,122 | 5,310,122 | ||
Common stock, shares, outstanding | 5,310,122 | 5,310,122 | ||
Common stock, shares, forfeited issued | 439,878 |
Schedule of Assets Measured at
Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable Securities Held In Trust Account | [1] | $ 223,250,842 | $ 215,521,445 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Public Warrants | [2] | 1,064,021 | 386,566 |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Public Warrants | [2] | $ 1,559,052 | $ 566,413 |
[1]The fair value of the marketable securities held in Trust Account approximates the carrying amount primarily due to the short-term nature.[2]Measured at fair value on a recurring basis. |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) | Oct. 19, 2021 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Initial measurement | 1.17 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Initial measurement | 5 years |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Initial measurement | 12.30 |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Initial measurement | 11.50 |
Measurement Input Value Of Units [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Initial measurement | 9.78 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrant Liabilities (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fair value | $ 719,012 | $ 628,169 | $ 386,566 |
Change in fair value | 345,009 | 90,843 | 241,603 |
Fair value | 1,064,021 | 719,012 | 628,169 |
Public [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fair value | 1,053,528 | 920,421 | 566,413 |
Change in fair value | 505,524 | 133,107 | 354,008 |
Fair value | 1,559,052 | 1,053,528 | 920,421 |
Warrant Liabilities [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fair value | 1,772,540 | 1,548,590 | 952,979 |
Change in fair value | 850,533 | 223,950 | 595,611 |
Fair value | $ 2,623,073 | $ 1,772,540 | $ 1,548,590 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | Sep. 30, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Redemption value of shares | $ 18 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Oct. 19, 2023 | Oct. 19, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Common Class B [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares, outstanding | 5,310,122 | 5,310,122 | ||
Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares, outstanding | 5,794,628 | 5,794,628 | 0 | 0 |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from the trust account | $ 169.1 | |||
Redemption price per share | $ 10.54 | |||
Conversion of stock, shares | 600,000 | |||
Conversion of stock, description | Founder Shares on a one-for-one basis into Class A ordinary shares | |||
Subsequent Event [Member] | Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Shareholders exercised their right to redeem, shares | 16,045,860 | 16,045,860 | ||
Common stock, shares, outstanding | 5,794,628 | 5,794,628 | ||
Subsequent Event [Member] | Non Redemption Agreements [Member] | Common Class B [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares agreed to transfer for not to redeem shares | 749,810 |