Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document and Entity Information | |
Document Type | S-4 |
Entity Registrant Name | CONCORD ACQUISITION CORP III |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001851961 |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | May 04, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2021 | Feb. 17, 2021 |
Current Assets: | |||||||||
Cash | $ 699,150 | $ 521,149 | $ 1,214,555 | ||||||
Prepaid expenses | 172,082 | 331,453 | 396,482 | ||||||
Total Current Assets | 871,232 | 852,602 | 1,611,037 | ||||||
Long-term prepaid expenses | 323,985 | ||||||||
Marketable securities and cash held in Trust Account | 42,626,002 | $ 42,000,000 | 356,190,233 | 351,921,694 | $ 2,089,239 | ||||
Total Assets | 43,497,234 | 357,042,835 | 353,856,716 | ||||||
Current Liabilities: | |||||||||
Due to related party | $ 4,174 | $ 10,024 | $ 2,727 | ||||||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | ||||||
Accrued income taxes | $ 518,833 | $ 485,207 | |||||||
Accounts payable and accrued expenses | 2,629,647 | 79,569 | $ 309,438 | ||||||
Excise tax payable | 3,173,873 | ||||||||
Total Current Liabilities | 6,326,527 | 574,800 | 312,165 | ||||||
Warrant liability | 533,000 | 1,812,200 | 18,655,000 | ||||||
Sponsor loans, at fair value | 1,673,000 | 1,000,000 | 5,490,000 | ||||||
Deferred underwriters' discount | 12,075,000 | 12,075,000 | 12,075,000 | ||||||
Total Liabilities | 20,607,527 | 15,462,000 | 36,532,165 | ||||||
Commitments and Contingencies | |||||||||
Common stock subject to possible redemption, 4,039,934 and 34,500,000 shares at redemption value of $10.67 and $10.31 at September 30, 2023 and December 31, 2022, respectively | 42,706,975 | 355,643,935 | |||||||
Stockholders' Deficit: | |||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||||||
Accumulated deficit | (19,818,131) | (14,063,963) | (34,576,312) | ||||||
Total Stockholders' Deficit | (19,817,268) | $ (15,111,930) | (14,063,100) | $ (19,236,614) | $ (26,398,434) | (34,575,449) | $ 0 | ||
Total Liabilities and Stockholders' Deficit | 43,497,234 | 357,042,835 | 353,856,716 | ||||||
Class A common stock | |||||||||
Stockholders' Deficit: | |||||||||
Common stock | 0 | 0 | |||||||
Class A common stock subject to possible redemption | |||||||||
Current Liabilities: | |||||||||
Common stock subject to possible redemption, 4,039,934 and 34,500,000 shares at redemption value of $10.67 and $10.31 at September 30, 2023 and December 31, 2022, respectively | 42,706,975 | 355,643,935 | $ 352,118,133 | 351,900,000 | |||||
Class B common stock | |||||||||
Stockholders' Deficit: | |||||||||
Common stock | $ 863 | $ 863 | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Common stock subject to possible redemption shares outstanding | 4,039,934 | 34,500,000 | ||
Common stock subject to possible redemption price per share | $ 10.57 | $ 10.31 | ||
Class A common stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Class A common stock subject to possible redemption | ||||
Common stock subject to possible redemption shares outstanding | 4,039,934 | 34,500,000 | 34,500,000 | |
Common stock subject to possible redemption price per share | $ 10.31 | $ 10.20 | ||
Class A common stock not subject to possible redemption | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 0 | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | 0 | |
Class B common stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 8,625,000 | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating costs | $ 2,962,231 | $ 282,565 | $ 3,288,761 | $ 609,220 | $ 361,567 | $ 1,172,506 | |||
Operating Cost and Expense, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | |||||||
Loss From Operations | (2,962,231) | (282,565) | (3,288,761) | (609,220) | (361,567) | $ (1,172,506) | |||
Other (Expense) Income, net: | |||||||||
Income from operating Bank Account | 2,208 | 2,208 | |||||||
Income from investments held in Trust Account | 1,955,134 | 418,987 | 5,734,105 | 528,157 | 21,694 | 5,091,197 | |||
Change in fair value of warrant liability and sponsor loans | 1,378,500 | 7,301,500 | 606,200 | 15,696,000 | 11,431,645 | 21,332,800 | |||
Offering costs attributable to warrant liability | (1,035,747) | ||||||||
Fair value of Private Placement Warrants in excess of purchase price | (886,420) | ||||||||
Total Other (Expense) Income, net | 3,335,842 | 7,720,487 | 6,342,513 | 16,224,157 | 9,531,172 | 26,423,997 | |||
(Loss) income before provision for income taxes | 373,611 | 7,437,922 | 3,053,752 | 15,614,937 | 9,169,605 | 25,251,491 | |||
Provision for income taxes | (400,600) | (57,969) | (1,183,684) | (57,969) | 0 | (995,207) | |||
Net (loss) income | $ (26,989) | $ 1,897,057 | $ 7,379,953 | $ 8,177,015 | $ 1,870,068 | $ 15,556,968 | $ 9,169,605 | $ 24,256,284 | |
Class A common stock subject to possible redemption | |||||||||
Other (Expense) Income, net: | |||||||||
Weighted average shares outstanding, basic | 15,420,618 | 34,500,000 | 24,907,604 | 34,500,000 | 5,876,972 | 34,500,000 | |||
Weighted average shares outstanding, diluted | 15,420,618 | 34,500,000 | 24,907,604 | 34,500,000 | 5,876,972 | 34,500,000 | |||
Basic net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.69 | $ 0.56 | |||
Diluted net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.68 | $ 0.56 | |||
Class B common stock | |||||||||
Other (Expense) Income, net: | |||||||||
Weighted average shares outstanding, basic | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 7,459,967 | 8,625,000 | |||
Weighted average shares outstanding, diluted | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 7,619,690 | 8,625,000 | |||
Basic net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.69 | $ 0.56 | |||
Diluted net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.68 | $ 0.56 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Class A common stock Common Stock | Class B common stock Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 17, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Statements of Changes in Stockholders' Deficit | ||||||
Remeasurement of shares subject to redemption | (24,137) | (43,745,917) | (43,770,054) | |||
Net income (loss) | 9,169,605 | 9,169,605 | ||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 863 | $ 0 | 0 | (34,576,312) | (34,575,449) |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | 0 | |||
Statements of Changes in Stockholders' Deficit | ||||||
Net income (loss) | 8,177,015 | 8,177,015 | ||||
Balance at the end at Mar. 31, 2022 | $ 863 | (26,399,297) | (26,398,434) | |||
Balance at the end (in shares) at Mar. 31, 2022 | 8,625,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 863 | $ 0 | 0 | (34,576,312) | (34,575,449) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | 0 | |||
Statements of Changes in Stockholders' Deficit | ||||||
Excise tax payable attributable to redemption of common stock | 0 | |||||
Net income (loss) | 15,556,968 | |||||
Balance at the end at Jun. 30, 2022 | $ 863 | (19,237,477) | (19,236,614) | |||
Balance at the end (in shares) at Jun. 30, 2022 | 8,625,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 863 | $ 0 | 0 | (34,576,312) | (34,575,449) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | 0 | |||
Statements of Changes in Stockholders' Deficit | ||||||
Increase in redemption value of shares subject to possible redemption | (3,743,935) | (3,743,935) | ||||
Net income (loss) | 24,256,284 | 24,256,284 | ||||
Balance at the end at Dec. 31, 2022 | $ 863 | (14,063,963) | (14,063,100) | |||
Balance at the end (in shares) at Dec. 31, 2022 | 8,625,000 | |||||
Balance at the beginning at Mar. 31, 2022 | $ 863 | (26,399,297) | (26,398,434) | |||
Balance at the beginning (in shares) at Mar. 31, 2022 | 8,625,000 | |||||
Statements of Changes in Stockholders' Deficit | ||||||
Increase in redemption value of shares subject to possible redemption | (218,133) | (218,133) | ||||
Net income (loss) | 7,379,953 | 7,379,953 | ||||
Balance at the end at Jun. 30, 2022 | $ 863 | (19,237,477) | (19,236,614) | |||
Balance at the end (in shares) at Jun. 30, 2022 | 8,625,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 863 | (14,063,963) | (14,063,100) | |||
Balance at the beginning (in shares) at Dec. 31, 2022 | 8,625,000 | |||||
Statements of Changes in Stockholders' Deficit | ||||||
Increase in redemption value of shares subject to possible redemption | (2,945,887) | (2,945,887) | ||||
Net income (loss) | 1,897,057 | 1,897,057 | ||||
Balance at the end at Mar. 31, 2023 | $ 863 | (15,112,793) | (15,111,930) | |||
Balance at the end (in shares) at Mar. 31, 2023 | 8,625,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 863 | (14,063,963) | (14,063,100) | |||
Balance at the beginning (in shares) at Dec. 31, 2022 | 8,625,000 | |||||
Statements of Changes in Stockholders' Deficit | ||||||
Increase in redemption value of shares subject to possible redemption | (4,450,363) | |||||
Excise tax payable attributable to redemption of common stock | (3,173,873) | |||||
Net income (loss) | 1,870,068 | |||||
Balance at the end at Jun. 30, 2023 | $ 863 | (19,818,131) | (19,817,268) | |||
Balance at the end (in shares) at Jun. 30, 2023 | 8,625,000 | |||||
Balance at the beginning at Mar. 31, 2023 | $ 863 | (15,112,793) | (15,111,930) | |||
Balance at the beginning (in shares) at Mar. 31, 2023 | 8,625,000 | |||||
Statements of Changes in Stockholders' Deficit | ||||||
Increase in redemption value of shares subject to possible redemption | (1,504,476) | (1,504,476) | ||||
Contribution - non redemption agreements | 884,554 | 884,554 | ||||
Fair value of shareholder non-redemption agreements | $ (884,554) | (884,554) | ||||
Excise tax payable attributable to redemption of common stock | (3,173,873) | (3,173,873) | ||||
Net income (loss) | (26,989) | (26,989) | ||||
Balance at the end at Jun. 30, 2023 | $ 863 | $ (19,818,131) | $ (19,817,268) | |||
Balance at the end (in shares) at Jun. 30, 2023 | 8,625,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | 10 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from Operating Activities: | ||||
Net income | $ 1,870,068 | $ 15,556,968 | $ 9,169,605 | $ 24,256,284 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Income from investments held in Trust Account | (5,734,105) | (528,157) | (21,694) | (5,091,197) |
Changes in fair value of warrant liability and sponsor loans | (606,200) | (15,696,000) | (11,431,645) | (21,332,800) |
Fair value of Private Placement Warrants in excess of purchase price | 886,420 | |||
Offering costs attributable to warrant liability | 1,035,747 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 159,371 | 160,445 | (720,467) | 389,014 |
Due to related party | (5,850) | 4,718 | 2,727 | 7,297 |
Accrued income taxes | 33,626 | 57,969 | 485,207 | |
Accounts payable and accrued expenses | 2,550,078 | (229,379) | 224,438 | (229,869) |
Net cash used in operating activities | (1,733,012) | (673,436) | (854,869) | (1,516,064) |
Cash flows from Investing Activities: | ||||
Cash withdrawn from Trust Account to pay taxes | 1,911,013 | 822,658 | ||
Cash withdrawn from Trust Account in connection with redemptions | 317,387,323 | |||
Investment of cash in Trust Account | (351,900,000) | |||
Net cash provided by investing activities | 319,298,336 | (351,900,000) | 822,658 | |
Cash flows from Financing Activities: | ||||
Redemption of Common Stock | (317,387,323) | |||
Proceeds from sale of Units, net of underwriters' discount | 338,100,000 | |||
Proceeds from issuance of sponsor loans | 6,900,000 | |||
Proceeds from sale of common stock to initial shareholders | 25,000 | |||
Proceeds from issuance of promissory note to related party | 175,000 | |||
Payment of offering costs | (455,576) | |||
Repayment of promissory note to related party | (175,000) | |||
Net cash used in financing activities | (317,387,323) | 353,969,424 | ||
Net change in cash | 178,001 | (673,436) | 1,214,555 | (693,406) |
Cash, beginning of the period | 521,149 | 1,214,555 | 0 | 1,214,555 |
Cash, end of the period | 699,150 | 541,119 | 1,214,555 | 521,149 |
Non-cash financing transactions: | ||||
Increase in redemption value of shares subject to possible redemption | 4,450,363 | $ 218,133 | $ 3,743,935 | |
Non-cash contribution - non-redemption agreements | 884,554 | |||
Excise tax payable attributable to redemption of common stock | $ 3,173,873 | |||
Initial classification of warrant liability | 28,676,645 | |||
Deferred Underwriting Fee Payable | 12,075,000 | |||
Offering costs included in accounts payable and accrued offering expenses | $ 85,000 |
Organization, Business Operatio
Organization, Business Operations and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Business Operations and Liquidity | ||
Organization, Business Operations and Liquidity | Note 1 — Organization, Business Operations and Liquidity Organization and General Concord Acquisition Corp III (the “Company”) is a blank check company incorporated on February 18, 2021, as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 18, 2021 (inception) through June 30, 2023, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a 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 investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans. The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”). The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the “Private Placement Warrants”), each at a price of $1.00 per Private Placement Warrants, generating total proceeds of $9,400,000. The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000 (the “Sponsors Loans”). The Sponsor Loans shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 5. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, a total of $351,900,000 ($10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18 months (or up to 24 months, as applicable) from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. In April 2023, the Company and the Sponsor entered into Non-Redemption Agreements with a number of the Company’s stockholders in exchange for them agreeing not to redeem shares of the Company’s Class A common stock sold in the IPO (the “Non-Redeemed Shares”) in connection with the special meeting of stockholders called by the Company and held on May 4, 2023 (described below). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such stockholders an aggregate of 999,665 shares of the Company’s Class B common stock (the “Class B shares”), par value $0.0001 per share, held by the Sponsor immediately following consummation of an initial business combination. On May 4, 2023, the Company’s stockholders approved at the special meeting of stockholders Initial Business Combination The Company has until the Extended Date (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten The Sponsors, officers and directors have agreed to waive: (1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any Founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity and Going Concern Considerations As of June 30, 2023, the Company had cash on hand of $699,150 held outside of the Trust Account and available for working capital purposes (which included approximately $600,000 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes). Further, investment income on the funds held in the Trust Account may be released to the Company to pay taxes (excluding excise taxes) and up to $100,000 to pay dissolution expenses. During the six months ended June 30, 2023, the Company withdrew $1,911,013 from the Trust Account for the payment of taxes. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company has until the Extended Date to consummate a Business Combination. If a Business Combination is not consummated by this date and any additional extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before the Extended Date, it is uncertain whether the Company will be able to consummate a Business Combination by this time. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur, and an additional extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after the Extended Date. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | CONCORD ACQUISITION CORP III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1 — Organization, Business Operations and Liquidity Organization and General Concord Acquisition Corp III (the “Company”) is a blank check company incorporated on February 18, 2021, as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 18, 2021 (inception) through December 31, 2022, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a 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 investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans. The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”). The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the “Private Placement Warrants”), each at a price of $1.00 per Private Placement Warrants, generating total proceeds of $9,400,000, which is described in Note 4. The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000 (the “Sponsors Loans”). The Sponsor Loans shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 7. Offering costs amounted to $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability are recorded in accumulated deficit. In addition, $2,089,239 of cash was held outside of the Trust Account (as defined below) on November 8, 2021 and was available for working capital purposes. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, a total of $351,900,000 ($10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18 months (or up to 24 months, as applicable) from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. The public shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize this change immediately. The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. Initial Business Combination The Company has 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to their warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsors, officers and directors have agreed to waive: (1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any Founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity and Going Concern Considerations As of December 31, 2022, the Company had cash on hand of $521,149 held outside of the Trust Account and available for working capital purposes. Further, investment income on the funds held in the Trust Account may be released to the Company to pay taxes and up to $100,000 to pay dissolution expenses. During the year ended December 31, 2022, the Company withdrew $822,658 from the Trust Account, all of which was used to pay taxes. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company has until May 8, 2023 (or until August 8, 2023, or November 8, 2023, if extended) to consummate a Business Combination. If a Business Combination is not consummated by this date and extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before May 8, 2023, it is uncertain whether the Company will be able to consummate a Business Combination by this time. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 8, 2023 (or until August 8, 2023 or November 8, 2023, as applicable, if we extend the period of time to consummate a business combination). Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 27, 2023, which contains the audited financial statements and notes thereto. The accompanying condensed balance sheet as of December 31, 2022 has been derived from those audited financial statements. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. Use of Estimates The preparation of 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 expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and 2022, respectively. At June 30, 2023 and December 31, 2022, included in cash on the condensed balance sheet is approximately $600,000 and $0 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes. Marketable Securities and Cash Held in Trust Account As of June 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the condensed balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. During the six months ended June 30, 2022, premiums and discounts were amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “income from investments held in Trust Account” line item in the condensed statement of operations. Accretion of the discounts amounted to $320,031 and $210,861 for the six and three months ended June 30, 2022, respectively. There were no such securities held with discounts or premiums during the six and three months ended June 30, 2023, and as a result there was no accretion during such periods. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock 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, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. In connection with the votes to approve the Charter Amendment at the special meeting of stockholders on May 4, 2023, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317,000,000. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the six months ended June 30, 2023, the Company recorded an increase in the redemption value of $4,450,363 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes that had been incurred. During the six months ended June 30, 2023, $1,911,013 was withdrawn by the Company from the Trust Account to pay its tax obligations. For the six months ended June 30, 2023 and 2022, the changes in Class A common stock subject to possible redemption is as follows: Shares Amount Class A common stock subject to possible redemption at January 1, 2022 34,500,000 $ 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption — 218,133 Class A common stock subject to possible redemption at June 30, 2022 34,500,000 $ 352,118,133 Class A common stock subject to possible redemption at January 1, 2023 34,500,000 $ 355,643,935 Plus: Increase in redemption value of shares subject to possible redemption — 4,450,363 Less: Decrease due to share redemption (30,460,066) (317,387,323) Class A common stock subject to possible redemption at June 30, 2023 4,039,934 $ 42,706,975 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet 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. Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations. Sponsor Loans The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 3 and 6 for additional information. Stock-Based Compensation The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of June 30, 2023 and for all prior periods, the Company determined that a Business Combination is not considered probable until a business combination is completed, and therefore, no stock-based compensation expense has been recognized. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of 21% for the six and three months ended June 30, 2023 and 2022, primarily due to changes in fair value of the warrant liability and sponsor loans, which are not currently recognized in taxable income, non-deductible start-up costs, and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income or loss or the related tax provision or benefit but is otherwise able to make a reasonable estimate, the tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through June 30, 2023. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023, and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 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 as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with a Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with a Business Combination, (ii) the timing, nature and amount of the equity issued in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination. For the six months ended June 30, 2023 and 2022, the Company has recognized $3,173,873 and $0, respectively, in excise tax payable related to share redemptions. In accordance with ASC 340-10-S99-1, the liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. Net (Loss) Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At June 30, 2023 and December 31, 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. Net (loss) income per common share is as follows: For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (17,308) $ (9,681) $ 5,903,962 $ 1,475,991 Denominator: Weighted-average shares outstanding 15,420,618 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per share $ (0.00) $ (0.00) $ 0.17 $ 0.17 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,389,063 $ 481,005 $ 12,445,575 $ 3,111,393 Denominator: Weighted-average shares outstanding 24,907,604 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.36 $ 0.36 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Non-Redemption Agreements In April 2023, the Sponsor and certain investors (“Investors”) of the Company’s Class A common stock entered into Non-Redemption Agreements. The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 999,665 shares of Class B common stock of the Company held by the Sponsor to the Investors in exchange for such Investors agreeing to hold and not redeem their Class A common stock at the special meeting of stockholders held on May 4, 2023. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such Investors an aggregate of 999,665 Class B common stock upon the consummation of an initial Business Combination. The Company estimated the aggregate fair value of the shares attributable to the Investors to be $884,554 or $0.88 per share. The Company complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(A) – “Expenses of Offering” and SAB Topic 5(T): Miscellaneous Accounting - Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). As such, the value of the Class B common stock assigned to the Investors are recognized as offering costs and charged to shareholders’ deficit. The value of the Class B common stock contributed by the Sponsors is reported as an increase to shareholders’ deficit | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. Use of Estimates The preparation of 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 expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. Marketable Securities and Cash Held in Trust Account As of December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2021, the Company classified its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet. Fair value of held-to-maturity securities amounted to $351,923,363 as of December 31, 2021. There were no held-to-maturity securities as of December 31, 2022. All U.S. Treasury securities held at December 31, 2021 matured during the year ended December 31, 2022. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. For held-to-maturity securities, premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the income from investments held in the Trust Account line item in the statements of operations. Interest income is recognized when earned. Accretion of the discounts amounted to $320,030 for the year ended December 31, 2022 and $21,694 for the period from February 18, 2021 (inception) through December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SAB Topic 5A-“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, on November 8, 2021, offering costs totaling $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability are recorded in accumulated deficit. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock 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, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the year ended December 31, 2022, the Company recorded an increase in the redemption value of $3,743,935 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes. During the year ended December 31, 2022, $822,658 was withdrawn by the Company from the Trust Account to pay its tax obligations. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs, net of amounts attributable to warrant liability (11,431,342) Paid underwriting fees, net of amounts attributable to warrant liability (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption 43,770,054 Class A common stock subject to possible redemption, December 31, 2021 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption 3,743,935 Class A common stock subject to possible redemption, December 31, 2022 $ 355,643,935 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet 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. Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Sponsor Loans The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 5 and 8 for additional information. Stock-Based Compensation The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022, and 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 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 as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with the Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination. Net Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At December 31, 2022 and 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. Net income per common share is as follows: Period from February 18, 2021 (inception) through Year ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (Basic net income per share) $ 19,405,027 $ 4,851,257 $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ — $ — $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 19,405,027 $ 4,851,257 $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,459,967 Dilutive effect of contingently issued stock — — — 159,723 Diluted weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,619,690 Basic net income per share $ 0.56 $ 0.56 $ 0.69 $ 0.69 Diluted net income per share $ 0.56 $ 0.56 $ 0.68 $ 0.68 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||
Related Party Transactions | Note 3 — Related Party Transactions Founder Shares On March 1, 2021, the Sponsor paid $25,000 in exchange for 7,187,500 shares of Class B common stock (the “Founder Shares”). On March 25, 2021, the Sponsor transferred an aggregate of 75,000 Founder Shares to three members of the board of directors (each received 25,000 Founder Shares). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. On November 4, 2021, the Company’s board of directors approved the issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend, resulting in an aggregate of 8,625,000 Class B common shares outstanding. At November 8, 2021, the total number of Class B common shares outstanding have been adjusted to reflect the issuance of the additional shares. The number of Founder Shares outstanding was adjusted based on the Initial Public Offering of 34,500,000 Units such that the Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. The issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend has been retroactively reflected for all prior periods presented. The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”). Promissory Note — Related Party On May 3, 2022, the Sponsor agreed to loan the Company up to $350,000 to be used to pay operating expenses. This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination. The Company had not borrowed any amount under the promissory note. There was no balance outstanding as of both June 30, 2023 and December 31, 2022. Sponsor Loans The Company executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000. The Sponsor Loans were extended in order to ensure that the amount in the Trust Account is $10.20 per public share with the proceeds of the Sponsor Loans being added to the Trust Account. The Sponsor Loans are non-interest bearing with the principal balance to be repaid or converted into warrants at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. All accrued and unpaid principal of the Sponsor Loans that is not converted into warrants shall continue to remain outstanding and to be subject to the terms and conditions of the Sponsor Loans and will become payable on the date the initial Business Combination is completed. If converted, the Sponsor Loan Warrants would be identical to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsor Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Company’s public stockholders. See Note 6 for additional information. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsors, an affiliate of the Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. As of June 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company has recognized an expense of $60,000 and $120,000 for the administrative service fee for each of the three and six months ended June 30, 2023 and 2022, respectively, and is included in operating costs on the condensed statements of operations. As of June 30, 2023 and December 31, 2022, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee. Due to Related Party In the normal course of business, certain expenses of the Company may be paid by, and then reimbursed to an affiliate of the Sponsor. As of June 30, 2023 and December 31, 2022, the Company had an outstanding balance due to the affiliate of the Sponsor of $4,174 and $10,024, respectively. The amount is included in due to related party on the condensed balance sheets and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses. | Note 5 — Related Party Transactions Founder Shares On March 1, 2021, the Sponsor paid $25,000 in exchange for 7,187,500 shares of Class B common stock (the “Founder Shares”). On March 25, 2021, the Sponsor transferred an aggregate of 75,000 Founder Shares to three members of the board of directors (each received 25,000 Founder Shares). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. On November 4, 2021, the Company’s board of directors approved the issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend, resulting in an aggregate of 8,625,000 Class B common shares outstanding. At November 8, 2021, the total number of Class B common shares outstanding have been adjusted to reflect the issuance of the additional shares. The number of Founder Shares outstanding was adjusted based on the Initial Public Offering of 34,500,000 Units such that the Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. The issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend has been retroactively reflected for all prior periods presented. The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”). Promissory Note — Related Party On May 3, 2022, the Sponsor agreed to loan the Company up to $350,000 to be used to pay operating expenses. This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination. The Company had not borrowed any amount under the promissory note. There was no balance outstanding as of both December 31, 2022 and 2021. Prior to May 3, 2022, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to be used for a portion of the expenses of the IPO. The loan was also non-interest bearing, unsecured and due at the later of July 31, 2021, or the closing of the IPO. As of November 8, 2021, the Sponsor had loaned to the Company an aggregate of $175,000 under the promissory note to pay for formation costs and a portion of the expenses of the IPO. The entire loan was repaid at the closing of the IPO out of the offering proceeds not held in the Trust Account and as such there was no balance outstanding as of December 31, 2022 or December 31, 2021. Sponsor Loans The Company executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000. The Sponsors Loans were extended in order to ensure that the amount in the Trust Account is $10.20 per public share with the proceeds of the Sponsors Loans being added to the Trust Account. The Sponsors Loans are non-interest bearing with the principal balance to be repaid or converted into warrants at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. All accrued and unpaid principal of the Sponsor Loans that is not converted into warrants shall continue to remain outstanding and to be subject to the terms and conditions of the Sponsor Loans and will become payable on the date the initial Business Combination is completed. If converted, the Sponsor Loan Warrants would be identical to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsors Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Company’s public stockholders. See Note 8 for additional information. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsors, an affiliate of the Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. As of December 31, 2022 and 2021, no such Working Capital Loans were outstanding. Related Party Extension Loans The Company will have until May 8, 2023, to consummate an initial business combination. However, if the Company anticipates that it may not be able to consummate its initial business combination by May 8, 2023, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (or until August 8, 2023 or November 8, 2023, as applicable), subject to the sponsor depositing additional funds into the Trust Account as set out below. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate its initial business combination to be extended for any such three-month period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $3,450,000 (or $0.10 per unit sold in this offering in either case, up to an aggregate of $6,900,000), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest-bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to the Company upon completion of its initial business combination. Any such extension loan may be converted into warrants at the price of $1.00 per warrant at the option of the lender at or prior the time of the business combination. The warrants would be identical to the private placement warrants issued to the Company’s sponsors. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial business combination. If the Company is unable to consummate an initial business combination within such time period, it will redeem 100% of its issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor, commencing on November 3, 2021, a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company has recognized an expense of $240,000 for the administrative service fee for the year ended December 31, 2022 and $38,000 for the period from the November 3, 2021 to December 31, 2021. As of December 31, 2022 and 2021, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee. Due to Related Party In the normal course of business, certain expenses of the Company may be paid by, and then reimbursed to an affiliate of the Sponsor. As of December 31, 2022, and December 31, 2021, the Company had an outstanding balance due to the affiliate of the Sponsor of $10,024 and $2,727 , respectively. The amount is included in due to related party on the balance sheets and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 4 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Sponsor Loans or Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Sponsor Loans or Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement entered into on November 3, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriters Agreement The Company will pay the underwriters a deferred underwriting fee upon the consummation of an initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO, or $12,075,000. Capital Markets Advisor Agreement On March 29, 2023, the Company engaged a capital markets advisor in connection with seeking an extension for completing a business combination, a possible acquisition of a third party by merger, consolidation, acquisition of stock or assets or other business combination, and as a placement agent in connection with a private placement of debt, equity, equity-linked or convertible securities. The Company agreed to pay the capital markets advisor a transaction fee in connection with the services provided, payable upon and subject to the Company’s consummation of an initial business combination (“Capital Markets Advisor Fee”). The fee consists of a fixed and determinable portion and a variable portion contingent upon certain future events expected to take place upon completion of a business combination. As of June 30, 2023, $2,500,000 was accrued for the fee as the amount was fixed and determinable. These costs may be paid for using the proceeds of the cash available once a business combination is complete. Expenses Contingent on the Closing of a Business Combination As of June 30, 2023 and 2022, the Company has incurred approximately $2,516,000 and $0, respectively, in fees contingent on the closing of a business combination, of which $2,500,000 and $0, respectively, is related to the Capital Markets Advisor Fee. These costs may be paid using the proceeds of the cash available once a business combination is complete. The amount is included in accounts payable and accrued expenses on the condensed balance sheets. Excise Tax In connection with the Special Meeting, stockholders holding 30,460,066 of the Company’s Public Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account for an aggregate amount of $317,387,323. As such, the Company has recorded a 1% excise tax liability of $3,173,873 on the condensed balance sheet as of June 30, 2023. Any excise tax liability payable will not be paid out of the funds in the Trust Account. | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Sponsor Loans or Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Sponsor Loans or Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement entered into on November 3, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriters Agreement On November 8, 2021, the underwriters were paid a cash underwriting discount of Expenses Contingent on the Closing of a Business Combination As of December 31, 2022 and December 31, 2021, the Company has incurred approximately $1,000 and $0, respectively in fees contingent on the closing of a business combination. These costs may be paid using the proceeds of the cash available once the business combination is complete. The amount is included in accounts payable and accrued expenses on the balance sheets. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit | ||
Stockholders' Deficit | Note 5 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At June 30, 2023 and December 31, 2022, there were no shares of preferred shares issued or outstanding. Class A Common Stock The Company is authorized to issue a total of 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 4,039,934 and 34,500,000 shares of Class A common stock subject to possible redemption, respectively, which are classified as temporary equity. Class B Common Stock The Company is authorized to issue a total of 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 8,625,000 shares of Class B common stock issued and outstanding. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, 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 the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Class A common stock issuable upon exercise of the Private Placement Warrants or any Sponsor Loan Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the satisfying the Company’s obligations described below with respect to registration. No 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 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit. The Company did not register the shares of Class A common stock issuable upon exercise of the warrants in connection with the IPO. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below; ● upon a minimum of 30 days ’ prior written notice of redemption ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 -day period after written notice of redemption is given. The “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment). | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no shares of preferred shares issued or outstanding Class A Common Stock The Company is authorized to issue a total of 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were no shares of Class A common stock issued and outstanding, excluding 34,500,000 shares of Class A common stock subject to possible redemption, which are classified as temporary equity. Class B Common Stock The Company is authorized to issue a total of 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 8,625,000 shares of Class B common stock issued and outstanding. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, 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 the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Class A common stock issuable upon exercise of the Private Placement Warrants or any Sponsor Loan Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the satisfying the Company’s obligations described below with respect to registration. No 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 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit. The Company did not register the shares of Class A common stock issuable upon exercise of the warrants in connection with the IPO. However, the Company has agreed that as soon as practicable, but in no event later than 20 60 Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● ● ● ● 20 Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● ● ● ● ● The “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment). |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement | ||
Fair Value Measurement | Note 6 — Fair Value Measurement The following table presents fair value information as of June 30, 2023 and December 31, 2022, for the Company’s assets and liabilities that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Assets: Level June 30, 2023 December 31, 2022 Marketable securities and cash held in Trust Account 1 $ 42,626,002 $ 356,190,233 Liabilities: Level June 30, 2023 December 31, 2022 Warrant Liability – Public Warrants (a) $ 345,000 $ 1,173,000 Warrant Liability – Private Placement Warrants 3 $ 188,000 $ 639,200 Sponsor Loans 3 $ 1,673,000 $ 1,000,000 (a) Level 1 at June 30, 2023 and Level 2 at December 31, 2022 As of June 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds and generally have a readily determinable fair value. As of June 30, 2023 and December 31, 2022, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices. At June 30, 2023, the Company’s Public Warrants were classified as Level 1. As of December 31, 2022, there was insufficient activity for the Company’s Public Warrants to be classified as Level 1 and were classified as Level 2 on December 31, 2022. The fair value of the Company’s Private Placement Warrants for all periods presented is based on a Black-Scholes-Merton model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The Company valued the Sponsor Loans using the bond plus call approach, where the fair value of the Notes was calculated as the sum of (i) the fair value of the contractual cash flows of the Sponsor Loans absent the Conversion Option and (ii) the fair value of the Conversion Option which is determined using a risk-neutral framework based on the daily binomial lattice analysis. The inputs used to measure fair value of the Private Placement Warrants and the Sponsor Loans are classified within Level 3 of the fair value hierarchy. Significant deviations from these estimates and inputs could result in a material change in fair value. The following table sets forth the fair value and unpaid principal balance as of June 30, 2023 and 2022 for the Sponsor Loans. Fair Value Option Liabilities: Fair Value Unpaid Principal Balance June 30, 2023 $ 1,673,000 $ 6,900,000 December 31,2022 $ 1,000,000 $ 6,900,000 The key inputs into the valuation model for the Sponsor Loans were as follows: Input June 30, 2023 December 31, 2022 Common stock price $ 10.40 $ 10.19 Risk-free interest rate (Bond) 5.37 % 4.51 % Risk-free forward interest rate (Conversion Option) 3.97 % 3.91 % Expected term in years 0.36 years 0.36 years Expected volatility 0.00 % 0.00 % Credit spread 3.35 % 5.33 % The key inputs into the model for the Private Placement Warrants were as follows: Input June 30, 2023 December 31, 2022 Common stock price $ 10.40 $ 10.19 Risk-free interest rate 4.06 % 3.95 % Expected term in years 5.36 years 5.36 years Expected volatility 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Warrant fair value $ 0.02 $ 0.07 To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our financial instruments classified as Level 3: Private Placement Warrants Sponsor Loans Fair value as of January 1, 2023 $ 639,200 $ 1,000,000 Change in valuation inputs or other assumptions 394,800 (347,000) Fair value as of March 31, 2023 1,034,000 653,000 Change in valuation inputs or other assumptions (846,000) 1,020,000 Fair value as of June 30, 2023 $ 188,000 $ 1,673,000 | Note 8— Fair Value Measurement The following table presents fair value information as of December 31, 2022 and 2021, for the Company’s assets and liabilities that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Assets: Level 2022 2021 Marketable securities and cash held in Trust Account 1 $ 356,190,233 $ — December 31, Liabilities: Level 2022 2021 Warrant Liability – Public Warrants (a) (a) $ 1,173,000 $ 12,075,000 Warrant Liability – Private Placement Warrants 3 $ 639,200 $ 6,580,000 Sponsor Loans 3 $ 1,000,000 $ 5,490,000 (a) During the year ended December 31, 2022 there was insufficient activity for the Company's Public Warrants to be classified as Level 1 and were reclassified as Level 2 on December 31, 2022. The Company’s Private Placement Warrants for all periods presented is based on a Black-Scholes-Merton model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The Company valued the Sponsor Loans using the bond plus call approach, where the fair value of the Notes was calculated as the sum of (i) the fair value of the contractual cash flows of the Sponsor Loans absent the Conversion Option and (ii) the fair value of the Conversion Option which is determined using a risk-neutral framework based on the daily binomial lattice analysis. The inputs used to measure fair value of the Private Placement Warrants and the Sponsor Loans are classified within Level 3 of the fair value hierarchy. Significant deviations from these estimates and inputs could result in a material change in fair value. As of December 31, 2022, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices. During the quarter ended March 31, 2022, the Public Warrant liability was reclassified from a Level 3 to a Level 1 classification as they began to have quoted prices in active markets. As of December 31, 2022, investments held in Trust Account consisted of mutual funds and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the balance sheet at fair value as of December 31, 2022. Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. As of December 31, 2022 and 2021, the fair value of the sponsor loans amounted to $1,000,000 and $5,490,000, respectively. For the year ended December 31, 2022, the fair value adjustment amounted to $4,490,000. For the period from February 18, 2021 (inception) through December 31, 2021, the fair value adjustment amounted to $1,410,000. These amounts were credited to operations for each of these periods. Fair Value Option Liabilities: Fair Value Unpaid Principal Balance December 31, 2022 $ 1,000,000 $ 6,900,000 December 31, 2021 $ 5,490,000 $ 6,900,000 The key inputs into the valuation model for the Sponsor Loans were as follows: December 31, Input 2022 2021 Common stock price $ 10.19 $ 9.90 Risk-free interest rate (Bond) 4.51 % 0.33 % Risk-free forward interest rate (Conversion Option) 3.91 % 1.50 % Expected term in years 0.36 years 0.85 years Expected volatility 0.00 % 10.40 % Credit spread 5.33 % 3.19 % The Private Placement Warrant liability is measured at fair value on a recurring basis. The Company used a Black-Scholes-Merton valuation model to value the Private Placement Warrants as of December 31, 2022 and 2021. The key inputs into the modified Black-Scholes-Merton model for the Private Placement Warrants were as follows: December 31, Input 2022 2021 Common stock price $ 10.19 $ 9.90 Risk-free interest rate 3.95 % 1.34 % Expected term in years 5.36 years 5.85 years Expected volatility 0.00 % 10.40 % Exercise price $ 11.50 $ 11.50 Warrant fair value $ 0.07 $ 0.69 The key inputs into the Black-Scholes-Merton valuation model for the Public Warrants were as follows: December 31, 2021 Input Public Warrants Common stock price $ 9.90 Risk-free interest rate 1.34 % Expected term in years 5.85 years Expected volatility 10.40 % Exercise price $ 11.50 Warrant fair value $ 0.69 To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our warrants classified as Level 3 for the year ended December 31, 2022 and December 31, 2021: Initial measurement of fair value of Warrant liabilities measured with level 3 inputs at November 8, 2021: $ 28,676,645 Change in fair value (10,021,645) Fair Value at December 31, 2021 – Warrant liabilities $ 18,655,000 Warrant liabilities measured with level 3 inputs at January 1, 2022: $ 18,655,000 Public Warrants reclassified to level 1 (1) (6,727,500) Change in fair value (11,288,300) Fair Value at December 31, 2022 – private placement warrants $ 639,200 (1) Assumes the Public Warrants were reclassified on March 31, 2022 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Public and Private Placement Warrants and Sponsor Loans: Public Private Placement Warrant Sponsor Warrants Warrants Liability Loans Initial measurement of fair value on November 8, 2021 $ 18,390,225 $ 10,286,420 $ 28,676,645 $ 6,900,000 Change in valuation inputs or other assumptions 6,315,225 3,706,420 10,021,645 1,410,000 Fair value as of December 31, 2021 $ 12,075,000 $ 6,580,000 $ 18,655,000 $ 5,490,000 Change in valuation inputs or other assumptions (10,902,000) (5,940,800) (16,842,800) (4,490,000) Fair value as of December 31, 2022 $ 1,173,000 $ 639,200 $ 1,812,200 $ 1,000,000 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events | ||
Subsequent Events | Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. | Note 10— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 27, 2023, which contains the audited financial statements and notes thereto. The accompanying condensed balance sheet as of December 31, 2022 has been derived from those audited financial statements. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. | Basis of Presentation The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. |
Use of Estimates | Use of Estimates The preparation of 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 expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of 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 expenses during the reporting period. Actual results could differ 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 did not have any cash equivalents as of June 30, 2023 and 2022, respectively. At June 30, 2023 and December 31, 2022, included in cash on the condensed balance sheet is approximately $600,000 and $0 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. |
Marketable Securities and Cash Held in Trust Account | Marketable Securities and Cash Held in Trust Account As of June 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the condensed balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. During the six months ended June 30, 2022, premiums and discounts were amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “income from investments held in Trust Account” line item in the condensed statement of operations. Accretion of the discounts amounted to $320,031 and $210,861 for the six and three months ended June 30, 2022, respectively. There were no such securities held with discounts or premiums during the six and three months ended June 30, 2023, and as a result there was no accretion during such periods. | Marketable Securities and Cash Held in Trust Account As of December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2021, the Company classified its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet. Fair value of held-to-maturity securities amounted to $351,923,363 as of December 31, 2021. There were no held-to-maturity securities as of December 31, 2022. All U.S. Treasury securities held at December 31, 2021 matured during the year ended December 31, 2022. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. For held-to-maturity securities, premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the income from investments held in the Trust Account line item in the statements of operations. Interest income is recognized when earned. Accretion of the discounts amounted to $320,030 for the year ended December 31, 2022 and $21,694 for the period from February 18, 2021 (inception) through December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SAB Topic 5A-“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, on November 8, 2021, offering costs totaling $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability are recorded in accumulated deficit. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock 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, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. In connection with the votes to approve the Charter Amendment at the special meeting of stockholders on May 4, 2023, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317,000,000. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the six months ended June 30, 2023, the Company recorded an increase in the redemption value of $4,450,363 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes that had been incurred. During the six months ended June 30, 2023, $1,911,013 was withdrawn by the Company from the Trust Account to pay its tax obligations. For the six months ended June 30, 2023 and 2022, the changes in Class A common stock subject to possible redemption is as follows: Shares Amount Class A common stock subject to possible redemption at January 1, 2022 34,500,000 $ 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption — 218,133 Class A common stock subject to possible redemption at June 30, 2022 34,500,000 $ 352,118,133 Class A common stock subject to possible redemption at January 1, 2023 34,500,000 $ 355,643,935 Plus: Increase in redemption value of shares subject to possible redemption — 4,450,363 Less: Decrease due to share redemption (30,460,066) (317,387,323) Class A common stock subject to possible redemption at June 30, 2023 4,039,934 $ 42,706,975 | Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock 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, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the year ended December 31, 2022, the Company recorded an increase in the redemption value of $3,743,935 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes. During the year ended December 31, 2022, $822,658 was withdrawn by the Company from the Trust Account to pay its tax obligations. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs, net of amounts attributable to warrant liability (11,431,342) Paid underwriting fees, net of amounts attributable to warrant liability (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption 43,770,054 Class A common stock subject to possible redemption, December 31, 2021 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption 3,743,935 Class A common stock subject to possible redemption, December 31, 2022 $ 355,643,935 |
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 the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet 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. | 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet 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. |
Warrant Liability | Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations. | Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. |
Sponsor Loans | Sponsor Loans The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 3 and 6 for additional information. | Sponsor Loans The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 5 and 8 for additional information. |
Stock-Based Compensation | Stock-Based Compensation The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of June 30, 2023 and for all prior periods, the Company determined that a Business Combination is not considered probable until a business combination is completed, and therefore, no stock-based compensation expense has been recognized. | Stock-Based Compensation The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of 21% for the six and three months ended June 30, 2023 and 2022, primarily due to changes in fair value of the warrant liability and sponsor loans, which are not currently recognized in taxable income, non-deductible start-up costs, and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income or loss or the related tax provision or benefit but is otherwise able to make a reasonable estimate, the tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through June 30, 2023. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023, and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 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 as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with a Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with a Business Combination, (ii) the timing, nature and amount of the equity issued in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination. For the six months ended June 30, 2023 and 2022, the Company has recognized $3,173,873 and $0, respectively, in excise tax payable related to share redemptions. In accordance with ASC 340-10-S99-1, the liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022, and 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 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 as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with the Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination. |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At June 30, 2023 and December 31, 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. Net (loss) income per common share is as follows: For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (17,308) $ (9,681) $ 5,903,962 $ 1,475,991 Denominator: Weighted-average shares outstanding 15,420,618 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per share $ (0.00) $ (0.00) $ 0.17 $ 0.17 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,389,063 $ 481,005 $ 12,445,575 $ 3,111,393 Denominator: Weighted-average shares outstanding 24,907,604 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.36 $ 0.36 | Net Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At December 31, 2022 and 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. Net income per common share is as follows: Period from February 18, 2021 (inception) through Year ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (Basic net income per share) $ 19,405,027 $ 4,851,257 $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ — $ — $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 19,405,027 $ 4,851,257 $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,459,967 Dilutive effect of contingently issued stock — — — 159,723 Diluted weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,619,690 Basic net income per share $ 0.56 $ 0.56 $ 0.69 $ 0.69 Diluted net income per share $ 0.56 $ 0.56 $ 0.68 $ 0.68 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Non-Redemption Agreements | Non-Redemption Agreements In April 2023, the Sponsor and certain investors (“Investors”) of the Company’s Class A common stock entered into Non-Redemption Agreements. The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 999,665 shares of Class B common stock of the Company held by the Sponsor to the Investors in exchange for such Investors agreeing to hold and not redeem their Class A common stock at the special meeting of stockholders held on May 4, 2023. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such Investors an aggregate of 999,665 Class B common stock upon the consummation of an initial Business Combination. The Company estimated the aggregate fair value of the shares attributable to the Investors to be $884,554 or $0.88 per share. The Company complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(A) – “Expenses of Offering” and SAB Topic 5(T): Miscellaneous Accounting - Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). As such, the value of the Class B common stock assigned to the Investors are recognized as offering costs and charged to shareholders’ deficit. The value of the Class B common stock contributed by the Sponsors is reported as an increase to shareholders’ deficit |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Schedule of changes in Class A common stock subject to possible redemption | Shares Amount Class A common stock subject to possible redemption at January 1, 2022 34,500,000 $ 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption — 218,133 Class A common stock subject to possible redemption at June 30, 2022 34,500,000 $ 352,118,133 Class A common stock subject to possible redemption at January 1, 2023 34,500,000 $ 355,643,935 Plus: Increase in redemption value of shares subject to possible redemption — 4,450,363 Less: Decrease due to share redemption (30,460,066) (317,387,323) Class A common stock subject to possible redemption at June 30, 2023 4,039,934 $ 42,706,975 | At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs, net of amounts attributable to warrant liability (11,431,342) Paid underwriting fees, net of amounts attributable to warrant liability (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption 43,770,054 Class A common stock subject to possible redemption, December 31, 2021 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption 3,743,935 Class A common stock subject to possible redemption, December 31, 2022 $ 355,643,935 |
Schedule of reconciliation of net (loss) income per common share | For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (17,308) $ (9,681) $ 5,903,962 $ 1,475,991 Denominator: Weighted-average shares outstanding 15,420,618 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per share $ (0.00) $ (0.00) $ 0.17 $ 0.17 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,389,063 $ 481,005 $ 12,445,575 $ 3,111,393 Denominator: Weighted-average shares outstanding 24,907,604 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.36 $ 0.36 | Net income per common share is as follows: Period from February 18, 2021 (inception) through Year ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (Basic net income per share) $ 19,405,027 $ 4,851,257 $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ — $ — $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 19,405,027 $ 4,851,257 $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,459,967 Dilutive effect of contingently issued stock — — — 159,723 Diluted weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,619,690 Basic net income per share $ 0.56 $ 0.56 $ 0.69 $ 0.69 Diluted net income per share $ 0.56 $ 0.56 $ 0.68 $ 0.68 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement | ||
Schedule of assets measured on fair value on a recurring basis | Assets: Level June 30, 2023 December 31, 2022 Marketable securities and cash held in Trust Account 1 $ 42,626,002 $ 356,190,233 | December 31, Assets: Level 2022 2021 Marketable securities and cash held in Trust Account 1 $ 356,190,233 $ — |
Schedule of liabilities measured on fair value on a recurring basis | Liabilities: Level June 30, 2023 December 31, 2022 Warrant Liability – Public Warrants (a) $ 345,000 $ 1,173,000 Warrant Liability – Private Placement Warrants 3 $ 188,000 $ 639,200 Sponsor Loans 3 $ 1,673,000 $ 1,000,000 | December 31, Liabilities: Level 2022 2021 Warrant Liability – Public Warrants (a) (a) $ 1,173,000 $ 12,075,000 Warrant Liability – Private Placement Warrants 3 $ 639,200 $ 6,580,000 Sponsor Loans 3 $ 1,000,000 $ 5,490,000 (a) |
Schedule of fair value option | Liabilities: Fair Value Unpaid Principal Balance June 30, 2023 $ 1,673,000 $ 6,900,000 December 31,2022 $ 1,000,000 $ 6,900,000 | Liabilities: Fair Value Unpaid Principal Balance December 31, 2022 $ 1,000,000 $ 6,900,000 December 31, 2021 $ 5,490,000 $ 6,900,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The key inputs into the valuation model for the Sponsor Loans were as follows: Input June 30, 2023 December 31, 2022 Common stock price $ 10.40 $ 10.19 Risk-free interest rate (Bond) 5.37 % 4.51 % Risk-free forward interest rate (Conversion Option) 3.97 % 3.91 % Expected term in years 0.36 years 0.36 years Expected volatility 0.00 % 0.00 % Credit spread 3.35 % 5.33 % The key inputs into the model for the Private Placement Warrants were as follows: Input June 30, 2023 December 31, 2022 Common stock price $ 10.40 $ 10.19 Risk-free interest rate 4.06 % 3.95 % Expected term in years 5.36 years 5.36 years Expected volatility 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Warrant fair value $ 0.02 $ 0.07 | December 31, Input 2022 2021 Common stock price $ 10.19 $ 9.90 Risk-free interest rate (Bond) 4.51 % 0.33 % Risk-free forward interest rate (Conversion Option) 3.91 % 1.50 % Expected term in years 0.36 years 0.85 years Expected volatility 0.00 % 10.40 % Credit spread 5.33 % 3.19 % December 31, Input 2022 2021 Common stock price $ 10.19 $ 9.90 Risk-free interest rate 3.95 % 1.34 % Expected term in years 5.36 years 5.85 years Expected volatility 0.00 % 10.40 % Exercise price $ 11.50 $ 11.50 Warrant fair value $ 0.07 $ 0.69 December 31, 2021 Input Public Warrants Common stock price $ 9.90 Risk-free interest rate 1.34 % Expected term in years 5.85 years Expected volatility 10.40 % Exercise price $ 11.50 Warrant fair value $ 0.69 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Warrants Sponsor Loans Fair value as of January 1, 2023 $ 639,200 $ 1,000,000 Change in valuation inputs or other assumptions 394,800 (347,000) Fair value as of March 31, 2023 1,034,000 653,000 Change in valuation inputs or other assumptions (846,000) 1,020,000 Fair value as of June 30, 2023 $ 188,000 $ 1,673,000 | Initial measurement of fair value of Warrant liabilities measured with level 3 inputs at November 8, 2021: $ 28,676,645 Change in fair value (10,021,645) Fair Value at December 31, 2021 – Warrant liabilities $ 18,655,000 Warrant liabilities measured with level 3 inputs at January 1, 2022: $ 18,655,000 Public Warrants reclassified to level 1 (1) (6,727,500) Change in fair value (11,288,300) Fair Value at December 31, 2022 – private placement warrants $ 639,200 (1) Assumes the Public Warrants were reclassified on March 31, 2022 Public Private Placement Warrant Sponsor Warrants Warrants Liability Loans Initial measurement of fair value on November 8, 2021 $ 18,390,225 $ 10,286,420 $ 28,676,645 $ 6,900,000 Change in valuation inputs or other assumptions 6,315,225 3,706,420 10,021,645 1,410,000 Fair value as of December 31, 2021 $ 12,075,000 $ 6,580,000 $ 18,655,000 $ 5,490,000 Change in valuation inputs or other assumptions (10,902,000) (5,940,800) (16,842,800) (4,490,000) Fair value as of December 31, 2022 $ 1,173,000 $ 639,200 $ 1,812,200 $ 1,000,000 |
Organization, Business Operat_2
Organization, Business Operations and Liquidity (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
May 04, 2023 USD ($) $ / shares shares | Nov. 08, 2021 USD ($) $ / shares shares | Apr. 30, 2023 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | May 03, 2022 USD ($) | |
Organization, Business Operations and Liquidity | ||||||||
Condition for future business combination number of businesses minimum | 1 | 1 | ||||||
Proceeds received from initial public offering, gross | $ 345,000,000 | |||||||
Proceeds from issuance of private placement warrants | $ 9,400,000 | |||||||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||||
Conversion price | $ / shares | $ 1 | $ 1 | $ 1 | |||||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||||||
Condition for future business combination threshold percentage ownership | 50 | 50 | ||||||
Net proceeds from ipo, private placement and sponsor loans | $ 351,900,000 | $ 351,900,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10.20 | $ 10.20 | $ 10.20 | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | ||||||
Months to complete acquisition | 18 months | 18 months | ||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days | ||||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||
Stockholders of number of shares who exercised their right to redeem shares | shares | 30,460,066 | 30,460,066 | ||||||
Redemption price per share | $ / shares | $ 10.42 | |||||||
Aggregate redemption amount | $ 317,000,000 | |||||||
Marketable securities and cash held in Trust Account | $ 42,000,000 | $ 2,089,239 | 42,626,002 | $ 42,626,002 | 351,921,694 | $ 356,190,233 | ||
Redemption period upon closure | 10 days | 10 days | ||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | ||||||
Cash | 699,150 | 699,150 | $ 1,214,555 | 521,149 | ||||
Withdrew cash from trust account | $ 600,000 | $ 1,911,013 | ||||||
Offering costs | 18,479,829 | |||||||
Underwriting fees | 6,900,000 | |||||||
Deferred underwriting fee payable | 12,075,000 | |||||||
Other offering costs | 540,576 | |||||||
Offering costs attributable to warrant liability recorded in accumulated deficit | $ 1,035,747 | |||||||
Payment for dissolution expenses | $ 100,000 | |||||||
Promissory Note with Related Party | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Aggregate amount | $ 350,000 | |||||||
Maximum borrowing capacity of related party promissory note | $ 200,000 | |||||||
Class B common stock | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Aggregate of shares | shares | 999,665 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class A common stock | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Sale of private placement warrants (in shares) | shares | 33,550,000 | 33,550,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | ||||
Warrants | Class A common stock | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Purchase price, per unit | $ / shares | 11.50 | 11.50 | 11.50 | |||||
Initial Public Offering | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Number of units issued | shares | 34,500,000 | |||||||
Share price | $ / shares | $ 10 | |||||||
Proceeds received from initial public offering, gross | $ 345,000,000 | |||||||
Purchase price, per unit | $ / shares | $ 0.20 | $ 10.57 | $ 10.57 | $ 10.31 | ||||
Initial Public Offering | Class A common stock | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Number of units issued | shares | 34,500,000 | |||||||
Private Placement | Private Placement Warrants | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Sale of private placement warrants (in shares) | shares | 9,400,000 | |||||||
Price of warrant | $ / shares | $ 1 | |||||||
Proceeds from issuance of private placement warrants | $ 9,400,000 | |||||||
Over-allotment option | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Number of units issued | shares | 4,500,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Sponsor | Sponsor Loan Warrants | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Aggregate amount | $ 6,900,000 | |||||||
Conversion price | $ / shares | $ 1 | |||||||
Sponsor | Initial Public Offering | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||||
Sponsor | Private Placement | Private Placement Warrants | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Sale of private placement warrants (in shares) | shares | 8,260,606 | |||||||
CA2 Co-Investment LLC | Private Placement | Private Placement Warrants | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Sale of private placement warrants (in shares) | shares | 1,139,394 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
May 04, 2023 | Aug. 16, 2022 | Nov. 08, 2021 | Apr. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Significant Accounting Policies | |||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Cash withdrawn from Trust Account to pay future taxes | 600,000 | 600,000 | $ 0 | ||||||||
Accretion of the discounts | 0 | 210,861 | $ 0 | $ 320,031 | 320,030 | ||||||
Holders of number of shares who exercised their right to redeem shares | 30,460,066 | 30,460,066 | |||||||||
Redemption price per share | $ 10.42 | ||||||||||
Aggregate redemption amount | $ 317,000,000 | ||||||||||
Increase in redemption value | 1,504,476 | $ 2,945,887 | $ 218,133 | $ 4,450,363 | 3,743,935 | ||||||
Trust Account to pay its tax obligations | $ 1,911,013 | $ 822,658 | |||||||||
Number of warrants issued | 26,650,000 | 26,650,000 | |||||||||
Aggregate amount | 6,900,000 | $ 6,900,000 | $ 6,900,000 | ||||||||
Stock-based compensation expense | $ 0 | $ 0 | |||||||||
Statutory tax rate | 21% | 21% | 21% | 21% | 21% | 21% | |||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | $ 0 | 0 | |||||||
Inflation Reduction Act of 2022, federal excise tax rate | 1% | ||||||||||
Excise tax payable attributable to redemption of common stock | 3,173,873 | 3,173,873 | $ 0 | ||||||||
Decrease due to share redemption | 317,387,323 | ||||||||||
Deferred underwriting discount | $ 12,075,000 | ||||||||||
Offering costs | $ 18,479,829 | ||||||||||
Marketable securities | 351,923,363 | ||||||||||
Federal depository insurance coverage | 250,000 | ||||||||||
Initial Public Offering | Sponsor | |||||||||||
Significant Accounting Policies | |||||||||||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | ||||||||
Private Placement Warrants | |||||||||||
Significant Accounting Policies | |||||||||||
Number of warrants issued | 9,400,000 | 9,400,000 | |||||||||
Public Warrants | |||||||||||
Significant Accounting Policies | |||||||||||
Number of warrants issued | 17,250,000 | 17,250,000 | |||||||||
Class A common stock subject to possible redemption | |||||||||||
Significant Accounting Policies | |||||||||||
Increase in redemption value | $ (4,450,363) | $ (218,133) | $ 3,743,935 | ||||||||
Class B common stock | |||||||||||
Significant Accounting Policies | |||||||||||
Aggregate of shares | 999,665 | ||||||||||
Class B common stock | Sponsor | Non Redemption Agreements | |||||||||||
Significant Accounting Policies | |||||||||||
Holders of number of shares who exercised their right to redeem shares | 999,665 | ||||||||||
Aggregate of shares | 999,665 | ||||||||||
Estimated aggregate fair value of the shares | $ 884,554 | ||||||||||
Estimated aggregate fair value of the shares (in dollars per share) | $ 0.88 |
Significant Accounting Polici_5
Significant Accounting Policies - Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Significant Accounting Policies | |||||||
Increase in redemption value of shares subject to possible redemption | $ (1,504,476) | $ (2,945,887) | $ (218,133) | $ (4,450,363) | $ (3,743,935) | ||
Class A common stock subject to possible redemption | $ 42,706,975 | 42,706,975 | 355,643,935 | ||||
Class A common stock subject to possible redemption | |||||||
Significant Accounting Policies | |||||||
Gross proceeds | $ 345,000,000 | ||||||
Deferred underwriting costs, net of amounts attributable to warrant liability | (11,431,342) | ||||||
Paid underwriting fees, net of amounts attributable to warrant liability | (6,532,196) | ||||||
Proceeds allocated to Public Warrants | (18,390,225) | ||||||
Other offering costs paid | $ (516,291) | ||||||
Increase in redemption value of shares subject to possible redemption | $ 4,450,363 | $ 218,133 | $ (3,743,935) | ||||
Class A common stock subject to possible redemption (Shares) | 4,039,934 | 34,500,000 | 4,039,934 | 34,500,000 | 34,500,000 | 34,500,000 | |
Class A common stock subject to possible redemption | $ 42,706,975 | $ 352,118,133 | $ 42,706,975 | $ 352,118,133 | $ 351,900,000 | $ 355,643,935 | |
Decrease due to share redemption (Shares) | (30,460,066) | (30,460,066) | |||||
Decrease due to share redemption | $ (317,387,323) | $ (317,387,323) | |||||
Remeasurement of shares subject to redemption | $ 43,770,054 |
Significant Accounting Polici_6
Significant Accounting Policies - Net income (loss) per common share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A common stock | ||||||
Significant Accounting Policies | ||||||
Number of warrants to purchase shares issued | 33,550,000 | 33,550,000 | ||||
Numerator: | ||||||
Allocation of net (loss) income | $ (17,308) | $ 5,903,962 | $ 1,389,063 | $ 12,445,575 | $ 4,040,620 | $ 19,405,027 |
Dilutive effect of contingently issued stock | (47,817) | |||||
Allocation of net income (loss), Diluted | $ 3,992,803 | $ 19,405,027 | ||||
Denominator: | ||||||
Weighted-average shares outstanding, basic | 15,420,618 | 34,500,000 | 24,907,604 | 34,500,000 | 5,876,972 | 34,500,000 |
Weighted average shares outstanding, diluted | 15,420,618 | 34,500,000 | 24,907,604 | 34,500,000 | 5,876,972 | 34,500,000 |
Basic net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.69 | $ 0.56 |
Diluted net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.68 | $ 0.56 |
Class B common stock | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (9,681) | $ 1,475,991 | $ 481,005 | $ 3,111,393 | $ 5,128,985 | $ 4,851,257 |
Dilutive effect of contingently issued stock | 47,817 | |||||
Allocation of net income (loss), Diluted | $ 5,176,802 | $ 4,851,257 | ||||
Denominator: | ||||||
Dilutive effect of contingently issued stock | 159,723 | |||||
Weighted-average shares outstanding, basic | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 7,459,967 | 8,625,000 |
Weighted average shares outstanding, diluted | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 7,619,690 | 8,625,000 |
Basic net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.69 | $ 0.56 |
Diluted net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.68 | $ 0.56 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Nov. 08, 2021 $ / shares shares | Nov. 04, 2021 shares | Mar. 25, 2021 director shares | Mar. 01, 2021 USD ($) $ / shares shares | Jun. 30, 2023 $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 $ / shares shares | |
Related Party Transactions | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Class B common stock | |||||||
Related Party Transactions | |||||||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||||
Founder Shares | Sponsor | |||||||
Related Party Transactions | |||||||
Member of the board of directors | director | 3 | ||||||
Founder Shares | Sponsor | Class B common stock | |||||||
Related Party Transactions | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Number of shares issued | 7,187,500 | ||||||
Number of shares transferred (in shares) | 75,000 | ||||||
Aggregate number of shares owned | 25,000 | 28,750,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | 20% | |||||
Share dividend | 1,437,500 | 1,437,500 | |||||
Common stock, shares outstanding | 8,625,000 | ||||||
Number of units sold | 34,500,000 | 34,500,000 | |||||
Percentage of outstanding shares | 20% | 20% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||
Threshold Trading Days Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 20 days | 20 days | |||||
Threshold Consecutive Trading Days Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Nov. 08, 2021 | Nov. 03, 2021 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | May 03, 2022 | |
Related Party Transactions | ||||||||||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||||||
Extension of sponsor loans | $ 10.20 | $ 10.20 | ||||||||
Conversion price | $ 1 | $ 1 | $ 1 | |||||||
Related party transaction terms, description | Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate its initial business combination to be extended for any such three-month period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $3,450,000 (or $0.10 per unit sold in this offering in either case, up to an aggregate of $6,900,000), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest-bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to the Company upon completion of its initial business combination. | |||||||||
Issued and outstanding public shares percentage | 100% | |||||||||
Interest to pay dissolution expenses | $ 100,000 | |||||||||
Interest Expense, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | |||||||||
Administrative service fee | $ 38,000 | $ 240,000 | ||||||||
Proceeds from issuance of promissory note to related party | $ 175,000 | |||||||||
Working Capital Loans | ||||||||||
Related Party Transactions | ||||||||||
Outstanding balance of related party note | 0 | $ 0 | $ 0 | 0 | 0 | |||||
Sponsor | ||||||||||
Related Party Transactions | ||||||||||
Outstanding balance of related party note | 2,727 | 2,727 | 10,024 | |||||||
Promissory Note with Related Party | ||||||||||
Related Party Transactions | ||||||||||
Aggregate amount | $ 350,000 | |||||||||
Outstanding balance of related party note | 0 | 0 | 0 | 0 | 0 | |||||
Maximum borrowing capacity of related party promissory note | $ 200,000 | |||||||||
Proceeds from issuance of promissory note to related party | $ 175,000 | |||||||||
Administrative Service Fee | ||||||||||
Related Party Transactions | ||||||||||
Outstanding balance of related party note | $ 0 | 0 | 0 | $ 0 | 0 | |||||
Expenses per month | $ 20,000 | 20,000 | ||||||||
Administrative service fee | 60,000 | $ 120,000 | 60,000 | $ 120,000 | ||||||
Related Party Loans | ||||||||||
Related Party Transactions | ||||||||||
Outstanding balance of related party note | 4,174 | 4,174 | 10,024 | |||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Related Party Loans | Working Capital Loans | ||||||||||
Related Party Transactions | ||||||||||
Price of warrants | $ 1 | $ 1 | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
May 04, 2023 | Nov. 08, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | ||||||
Deferred underwriting discount | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | |||
Contingent fees | 2,516,000 | 1,000 | $ 0 | $ 0 | ||
Accrued fees | $ 2,500,000 | |||||
Stockholders of number of shares who exercised their right to redeem shares | 30,460,066 | 30,460,066 | ||||
Aggregate amount in Trust Account | $ 317,387,323 | |||||
Excise tax liability (in percent) | 1% | |||||
Excise tax payable | $ 3,173,873 | |||||
Cash underwriting discount | $ 6,900,000 | |||||
Capital Markets Advisor Fee | ||||||
Commitments and Contingencies | ||||||
Business combination capital markets advisor fee | $ 2,500,000 | $ 0 | ||||
IPO | ||||||
Commitments and Contingencies | ||||||
Deferred underwriting discount (in percentage) | 3.50% | |||||
Deferred underwriting discount | $ 12,075,000 | |||||
Cash underwriting discount | $ 6,900,000 | |||||
Cash underwriting discount per unit | $ 0.20 |
Stockholders' Deficit - Preferr
Stockholders' Deficit - Preferred Stock (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Deficit | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 D Vote $ / shares shares | Dec. 31, 2022 D Vote $ / shares shares | Apr. 30, 2023 $ / shares | Dec. 31, 2021 $ / shares shares | |
Stockholders' Deficit | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 4,039,934 | 34,500,000 | ||
Class A common stock | ||||
Stockholders' Deficit | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, votes per share | Vote | 1 | |||
Class A common stock subject to possible redemption | ||||
Stockholders' Deficit | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 4,039,934 | 34,500,000 | 34,500,000 | |
Class A common stock not subject to possible redemption | ||||
Stockholders' Deficit | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, votes per share | Vote | 1 | |||
Common stock, shares issued | 0 | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | 0 | |
Class B common stock | ||||
Stockholders' Deficit | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | 1 | ||
Common stock, shares issued | 8,625,000 | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | |
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||
Ratio to be applied to the stock in the conversion | 20% | 20% | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrants (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 $ / shares shares | Dec. 31, 2022 D $ / shares shares | Nov. 08, 2021 $ / shares | |
Warrants | |||
Purchase price, per unit | $ 10.20 | $ 10.20 | $ 10 |
Threshold trading days for redemption of public warrants | 20 years | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
Class A common stock | |||
Warrants | |||
Number of shares issuable per warrant | shares | 1 | 1 | |
Warrants | |||
Warrants | |||
Threshold trading days for redemption of public warrants | 20 days | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
Warrants | Class A common stock | |||
Warrants | |||
Purchase price, per unit | $ 11.50 | $ 11.50 | |
Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | |||
Warrants | |||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |
Stock price trigger for redemption of public warrants | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Redemption period | 30 days | 30 days | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | ||
Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | |||
Warrants | |||
Stock price trigger for redemption of public warrants | $ 10 | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | |
Redemption period | 30 days | 30 days | |
Warrant redemption condition minimum share price | $ 10 | $ 10 | |
Number of trading days on which fair market value of shares is reported | D | 30 | ||
Warrant exercise price adjustment multiple | 0.361 | 0.361 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | |||
Warrant Liability | $ 533,000 | $ 1,812,200 | $ 18,655,000 |
Level 1 | Recurring | Marketable securities and cash held in Trust Account | |||
Liabilities: | |||
Marketable securities and cash held in Trust Account | 42,626,002 | 356,190,233 | |
Level 1 | Recurring | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 345,000 | 1,173,000 | 12,075,000 |
Level 2 | Recurring | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 1,173,000 | ||
Level 3 | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 6,727,500 | ||
Level 3 | Recurring | Private Placement Warrants | |||
Liabilities: | |||
Warrant Liability | 188,000 | 639,200 | 6,580,000 |
Level 3 | Recurring | Sponsor Loans | |||
Liabilities: | |||
Warrant Liability | $ 1,673,000 | $ 1,000,000 | $ 5,490,000 |
Fair Value Measurement - Sponso
Fair Value Measurement - Sponsor Loan Measurement (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 07, 2021 |
Level 3 | |||||
Fair Value Measurement | |||||
Fair Value | $ 18,655,000 | $ 28,676,645 | |||
Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair Value | $ 1,000,000 | 5,490,000 | |||
Unpaid Principal Balance | 6,900,000 | 6,900,000 | |||
Sponsor Loans | Level 3 | |||||
Fair Value Measurement | |||||
Fair Value | $ 1,673,000 | $ 653,000 | 1,000,000 | $ 5,490,000 | $ 6,900,000 |
Unpaid Principal Balance | $ 6,900,000 | $ 6,900,000 |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jun. 30, 2023 $ / shares Y | Dec. 31, 2022 $ / shares | Dec. 31, 2022 | Dec. 31, 2022 Y | Dec. 31, 2021 |
Common stock price | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 10.40 | 10.19 | 10.19 | 9.90 | |
Common stock price | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 10.40 | 10.19 | 10.19 | 9.90 | |
Common stock price | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0990 | ||||
Risk-free interest rate (Bond) | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0537 | 0.0451 | 0.0033 | ||
Risk-free interest rate (Bond) | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0406 | 0.0395 | 0.0134 | ||
Risk-free interest rate (Bond) | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0134 | ||||
Risk-free forward interest rate (Conversion Option) | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0397 | 0.0391 | 0.0150 | ||
Expected term in years | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.36 | 0.36 | 0.36 | 0.85 | |
Expected term in years | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 5.36 | 5.36 | 5.36 | 5.85 | |
Expected term in years | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 5.85 | ||||
Expected volatility | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0 | 0 | 0.1040 | ||
Expected volatility | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0 | 0 | 0.1040 | ||
Expected volatility | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.1040 | ||||
Credit spread | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0335 | 0.0533 | 0.0319 | ||
Exercise price | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 11.50 | 11.50 | 11.50 | 11.50 | |
Exercise price | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 11.50 | ||||
Warrant fair value | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.02 | 0.07 | 0.07 | 0.69 | |
Warrant fair value | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.69 |
Fair Value Measurement - Change
Fair Value Measurement - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Changes in the fair value of the warrant | |||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | ||||
Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | $ 28,676,645 | $ 18,655,000 | |||
Change in valuation inputs or other assumptions | (10,021,645) | (11,288,300) | |||
Fair Value at the end | 18,655,000 | $ 18,655,000 | |||
Public Warrants | Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 18,390,225 | $ 1,173,000 | 12,075,000 | ||
Change in valuation inputs or other assumptions | 6,315,225 | (10,902,000) | |||
Fair Value at the end | 12,075,000 | 12,075,000 | 1,173,000 | ||
Private Placement Warrants | Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 10,286,420 | $ 1,034,000 | 639,200 | 6,580,000 | |
Change in valuation inputs or other assumptions | 3,706,420 | (846,000) | 394,800 | (5,940,800) | |
Fair Value at the end | 6,580,000 | 188,000 | 1,034,000 | 6,580,000 | 639,200 |
Warrant Liability | Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 28,676,645 | 1,812,200 | 18,655,000 | ||
Change in valuation inputs or other assumptions | 10,021,645 | (16,842,800) | |||
Fair Value at the end | 18,655,000 | 18,655,000 | 1,812,200 | ||
Sponsor Loans | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 1,000,000 | 5,490,000 | |||
Fair Value at the end | 5,490,000 | 5,490,000 | 1,000,000 | ||
Sponsor Loans | Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 6,900,000 | 653,000 | 1,000,000 | 5,490,000 | |
Change in valuation inputs or other assumptions | 1,410,000 | 1,020,000 | (347,000) | 1,410,000 | (4,490,000) |
Fair Value at the end | $ 5,490,000 | $ 1,673,000 | $ 653,000 | $ 5,490,000 | $ 1,000,000 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | 6 Months Ended | |
May 04, 2023 | Jun. 30, 2023 | |
Subsequent Events | ||
Holders of number of shares who exercised their right to redeem shares | 30,460,066 | 30,460,066 |
Redemption price per share | $ 10.42 | |
Aggregate redemption amount | $ 317,000,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 521,149 | $ 1,214,555 |
Prepaid expenses | 331,453 | 396,482 |
Total Current Assets | 852,602 | 1,611,037 |
Long-term prepaid expenses | 323,985 | |
Marketable securities and cash held in Trust Account | 356,190,233 | 351,921,694 |
Total Assets | 357,042,835 | 353,856,716 |
Current Liabilities: | ||
Due to related party | $ 10,024 | $ 2,727 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Accrued income taxes | $ 485,207 | |
Accounts payable and accrued expenses | 79,569 | $ 309,438 |
Total Current Liabilities | 574,800 | 312,165 |
Warrant liability | 1,812,200 | 18,655,000 |
Sponsor loans, at fair value | 1,000,000 | 5,490,000 |
Deferred underwriters' discount | 12,075,000 | 12,075,000 |
Total Liabilities | 15,462,000 | 36,532,165 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 4,039,934 and 34,500,000 shares at redemption value of $10.67 and $10.31 at September 30, 2023 and December 31, 2022, respectively | 355,643,935 | |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (14,063,963) | (34,576,312) |
Total Stockholders' Deficit | (14,063,100) | (34,575,449) |
Total Liabilities and Stockholders' Deficit | 357,042,835 | 353,856,716 |
Class A common stock | ||
Stockholders' Deficit: | ||
Common stock | 0 | |
Class A common stock subject to possible redemption | ||
Current Liabilities: | ||
Common stock subject to possible redemption, 4,039,934 and 34,500,000 shares at redemption value of $10.67 and $10.31 at September 30, 2023 and December 31, 2022, respectively | 355,643,935 | 351,900,000 |
Class A Common Stock Not Subject To Redemption [Member] | ||
Stockholders' Deficit: | ||
Common stock | 0 | 0 |
Class B common stock | ||
Stockholders' Deficit: | ||
Common stock | $ 863 | $ 863 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Common stock subject to possible redemption shares outstanding | 4,039,934 | 34,500,000 | ||
Common stock subject to possible redemption price per share | $ 10.57 | $ 10.31 | ||
Class A common stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Class A common stock subject to possible redemption | ||||
Common stock subject to possible redemption shares outstanding | 4,039,934 | 34,500,000 | 34,500,000 | |
Common stock subject to possible redemption price per share | $ 10.31 | $ 10.20 | ||
Class A common stock not subject to possible redemption | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 0 | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | 0 | |
Class B common stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 8,625,000 | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating costs | $ 2,962,231 | $ 282,565 | $ 3,288,761 | $ 609,220 | $ 361,567 | $ 1,172,506 | |||
Operating Cost and Expense, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | |||||||
Loss From Operations | (2,962,231) | (282,565) | (3,288,761) | (609,220) | (361,567) | $ (1,172,506) | |||
Other (Expense) Income, net: | |||||||||
Income from operating Bank Account | 2,208 | 2,208 | |||||||
Income from investments held in Trust Account | 1,955,134 | 418,987 | 5,734,105 | 528,157 | 21,694 | 5,091,197 | |||
Change in fair value of warrant liability and sponsor loans | 1,378,500 | 7,301,500 | 606,200 | 15,696,000 | 11,431,645 | 21,332,800 | |||
Offering costs attributable to warrant liability | (1,035,747) | ||||||||
Fair value of Private Placement Warrants in excess of purchase price | (886,420) | ||||||||
Total Other (Expense) Income, net | 3,335,842 | 7,720,487 | 6,342,513 | 16,224,157 | 9,531,172 | 26,423,997 | |||
(Loss) income before provision for income taxes | 373,611 | 7,437,922 | 3,053,752 | 15,614,937 | 9,169,605 | 25,251,491 | |||
Provision for income taxes | (400,600) | (57,969) | (1,183,684) | (57,969) | 0 | (995,207) | |||
Net (loss) income | $ (26,989) | $ 1,897,057 | $ 7,379,953 | $ 8,177,015 | $ 1,870,068 | $ 15,556,968 | $ 9,169,605 | $ 24,256,284 | |
Class A common stock subject to possible redemption | |||||||||
Other (Expense) Income, net: | |||||||||
Weighted average shares outstanding, basic | 15,420,618 | 34,500,000 | 24,907,604 | 34,500,000 | 5,876,972 | 34,500,000 | |||
Weighted average shares outstanding, diluted | 15,420,618 | 34,500,000 | 24,907,604 | 34,500,000 | 5,876,972 | 34,500,000 | |||
Basic net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.69 | $ 0.56 | |||
Diluted net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.68 | $ 0.56 | |||
Class B common stock | |||||||||
Other (Expense) Income, net: | |||||||||
Weighted average shares outstanding, basic | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 7,459,967 | 8,625,000 | |||
Weighted average shares outstanding, diluted | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 7,619,690 | 8,625,000 | |||
Basic net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.69 | $ 0.56 | |||
Diluted net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.68 | $ 0.56 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Class A common stock Common Stock | Class A common stock | Class A Common Stock Not Subject To Redemption [Member] Common Stock | Class B common stock Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 17, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Feb. 17, 2021 | 0 | |||||||
Statements of Changes in Stockholders' Deficit | ||||||||
Issuance of Class B common stock to Sponsor (in shares) | 8,625,000 | |||||||
Issuance of Class B common stock to Sponsor | $ 863 | 24,137 | 25,000 | |||||
Remeasurement of shares subject to redemption | (24,137) | (43,745,917) | (43,770,054) | |||||
Net income (loss) | 9,169,605 | 9,169,605 | ||||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 863 | $ 0 | 0 | (34,576,312) | (34,575,449) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | 0 | |||||
Statements of Changes in Stockholders' Deficit | ||||||||
Net income (loss) | 8,177,015 | 8,177,015 | ||||||
Balance at the end at Mar. 31, 2022 | $ 863 | (26,399,297) | (26,398,434) | |||||
Balance at the end (in shares) at Mar. 31, 2022 | 8,625,000 | |||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 863 | $ 0 | 0 | (34,576,312) | (34,575,449) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | 0 | |||||
Statements of Changes in Stockholders' Deficit | ||||||||
Excise tax payable attributable to redemption of common stock | 0 | |||||||
Net income (loss) | 15,556,968 | |||||||
Balance at the end at Jun. 30, 2022 | $ 863 | (19,237,477) | (19,236,614) | |||||
Balance at the end (in shares) at Jun. 30, 2022 | 8,625,000 | |||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 863 | $ 0 | 0 | (34,576,312) | (34,575,449) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | 0 | |||||
Statements of Changes in Stockholders' Deficit | ||||||||
Increase in redemption value of shares subject to possible redemption | (3,743,935) | (3,743,935) | ||||||
Issuance of Class B common stock to Sponsor (in shares) | 33,550,000 | |||||||
Net income (loss) | 24,256,284 | 24,256,284 | ||||||
Balance at the end at Dec. 31, 2022 | $ 863 | (14,063,963) | (14,063,100) | |||||
Balance at the end (in shares) at Dec. 31, 2022 | 8,625,000 | |||||||
Balance at the beginning at Mar. 31, 2022 | $ 863 | (26,399,297) | (26,398,434) | |||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 8,625,000 | |||||||
Statements of Changes in Stockholders' Deficit | ||||||||
Increase in redemption value of shares subject to possible redemption | (218,133) | (218,133) | ||||||
Net income (loss) | 7,379,953 | 7,379,953 | ||||||
Balance at the end at Jun. 30, 2022 | $ 863 | (19,237,477) | (19,236,614) | |||||
Balance at the end (in shares) at Jun. 30, 2022 | 8,625,000 | |||||||
Balance at the beginning at Dec. 31, 2022 | $ 863 | (14,063,963) | (14,063,100) | |||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 8,625,000 | |||||||
Statements of Changes in Stockholders' Deficit | ||||||||
Increase in redemption value of shares subject to possible redemption | (2,945,887) | (2,945,887) | ||||||
Net income (loss) | 1,897,057 | 1,897,057 | ||||||
Balance at the end at Mar. 31, 2023 | $ 863 | (15,112,793) | (15,111,930) | |||||
Balance at the end (in shares) at Mar. 31, 2023 | 8,625,000 | |||||||
Balance at the beginning at Dec. 31, 2022 | $ 863 | (14,063,963) | (14,063,100) | |||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 8,625,000 | |||||||
Statements of Changes in Stockholders' Deficit | ||||||||
Increase in redemption value of shares subject to possible redemption | (4,450,363) | |||||||
Excise tax payable attributable to redemption of common stock | (3,173,873) | |||||||
Net income (loss) | 1,870,068 | |||||||
Balance at the end at Jun. 30, 2023 | $ 863 | (19,818,131) | (19,817,268) | |||||
Balance at the end (in shares) at Jun. 30, 2023 | 8,625,000 | |||||||
Balance at the beginning at Mar. 31, 2023 | $ 863 | (15,112,793) | (15,111,930) | |||||
Balance at the beginning (in shares) at Mar. 31, 2023 | 8,625,000 | |||||||
Statements of Changes in Stockholders' Deficit | ||||||||
Increase in redemption value of shares subject to possible redemption | (1,504,476) | (1,504,476) | ||||||
Contribution - non redemption agreements | 884,554 | 884,554 | ||||||
Fair value of shareholder non-redemption agreements | $ (884,554) | (884,554) | ||||||
Excise tax payable attributable to redemption of common stock | (3,173,873) | (3,173,873) | ||||||
Net income (loss) | (26,989) | (26,989) | ||||||
Balance at the end at Jun. 30, 2023 | $ 863 | $ (19,818,131) | $ (19,817,268) | |||||
Balance at the end (in shares) at Jun. 30, 2023 | 8,625,000 |
Statements of Cash Flows
Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash flows from Operating Activities: | |
Net income | $ 24,256,284 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Income from investments held in Trust Account | (5,091,197) |
Changes in fair value of warrant liability and sponsor loans | (21,332,800) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 389,014 |
Due to related party | 7,297 |
Accrued income taxes | 485,207 |
Accounts payable and accrued expenses | (229,869) |
Net cash used in operating activities | (1,516,064) |
Cash flows from Investing Activities: | |
Cash withdrawn from Trust Account to pay taxes | 822,658 |
Net cash provided by investing activities | 822,658 |
Cash flows from Financing Activities: | |
Net change in cash | (693,406) |
Cash, beginning of the period | 1,214,555 |
Cash, end of the period | 521,149 |
Non-cash financing transactions: | |
Increase in redemption value of shares subject to possible redemption | 3,743,935 |
Federal income tax paid | $ 510,000 |
Organization, Business Operat_3
Organization, Business Operations and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Business Operations and Liquidity | ||
Organization, Business Operations and Liquidity | Note 1 — Organization, Business Operations and Liquidity Organization and General Concord Acquisition Corp III (the “Company”) is a blank check company incorporated on February 18, 2021, as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 18, 2021 (inception) through June 30, 2023, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a 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 investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans. The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”). The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the “Private Placement Warrants”), each at a price of $1.00 per Private Placement Warrants, generating total proceeds of $9,400,000. The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000 (the “Sponsors Loans”). The Sponsor Loans shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 5. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, a total of $351,900,000 ($10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18 months (or up to 24 months, as applicable) from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. In April 2023, the Company and the Sponsor entered into Non-Redemption Agreements with a number of the Company’s stockholders in exchange for them agreeing not to redeem shares of the Company’s Class A common stock sold in the IPO (the “Non-Redeemed Shares”) in connection with the special meeting of stockholders called by the Company and held on May 4, 2023 (described below). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such stockholders an aggregate of 999,665 shares of the Company’s Class B common stock (the “Class B shares”), par value $0.0001 per share, held by the Sponsor immediately following consummation of an initial business combination. On May 4, 2023, the Company’s stockholders approved at the special meeting of stockholders Initial Business Combination The Company has until the Extended Date (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten The Sponsors, officers and directors have agreed to waive: (1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any Founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity and Going Concern Considerations As of June 30, 2023, the Company had cash on hand of $699,150 held outside of the Trust Account and available for working capital purposes (which included approximately $600,000 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes). Further, investment income on the funds held in the Trust Account may be released to the Company to pay taxes (excluding excise taxes) and up to $100,000 to pay dissolution expenses. During the six months ended June 30, 2023, the Company withdrew $1,911,013 from the Trust Account for the payment of taxes. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company has until the Extended Date to consummate a Business Combination. If a Business Combination is not consummated by this date and any additional extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before the Extended Date, it is uncertain whether the Company will be able to consummate a Business Combination by this time. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur, and an additional extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after the Extended Date. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | CONCORD ACQUISITION CORP III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1 — Organization, Business Operations and Liquidity Organization and General Concord Acquisition Corp III (the “Company”) is a blank check company incorporated on February 18, 2021, as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 18, 2021 (inception) through December 31, 2022, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a 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 investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans. The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”). The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the “Private Placement Warrants”), each at a price of $1.00 per Private Placement Warrants, generating total proceeds of $9,400,000, which is described in Note 4. The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000 (the “Sponsors Loans”). The Sponsor Loans shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 7. Offering costs amounted to $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability are recorded in accumulated deficit. In addition, $2,089,239 of cash was held outside of the Trust Account (as defined below) on November 8, 2021 and was available for working capital purposes. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, a total of $351,900,000 ($10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18 months (or up to 24 months, as applicable) from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. The public shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize this change immediately. The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. Initial Business Combination The Company has 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to their warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsors, officers and directors have agreed to waive: (1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any Founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity and Going Concern Considerations As of December 31, 2022, the Company had cash on hand of $521,149 held outside of the Trust Account and available for working capital purposes. Further, investment income on the funds held in the Trust Account may be released to the Company to pay taxes and up to $100,000 to pay dissolution expenses. During the year ended December 31, 2022, the Company withdrew $822,658 from the Trust Account, all of which was used to pay taxes. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company has until May 8, 2023 (or until August 8, 2023, or November 8, 2023, if extended) to consummate a Business Combination. If a Business Combination is not consummated by this date and extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before May 8, 2023, it is uncertain whether the Company will be able to consummate a Business Combination by this time. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 8, 2023 (or until August 8, 2023 or November 8, 2023, as applicable, if we extend the period of time to consummate a business combination). Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Polici_7
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 27, 2023, which contains the audited financial statements and notes thereto. The accompanying condensed balance sheet as of December 31, 2022 has been derived from those audited financial statements. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. Use of Estimates The preparation of 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 expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and 2022, respectively. At June 30, 2023 and December 31, 2022, included in cash on the condensed balance sheet is approximately $600,000 and $0 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes. Marketable Securities and Cash Held in Trust Account As of June 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the condensed balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. During the six months ended June 30, 2022, premiums and discounts were amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “income from investments held in Trust Account” line item in the condensed statement of operations. Accretion of the discounts amounted to $320,031 and $210,861 for the six and three months ended June 30, 2022, respectively. There were no such securities held with discounts or premiums during the six and three months ended June 30, 2023, and as a result there was no accretion during such periods. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock 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, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. In connection with the votes to approve the Charter Amendment at the special meeting of stockholders on May 4, 2023, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317,000,000. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the six months ended June 30, 2023, the Company recorded an increase in the redemption value of $4,450,363 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes that had been incurred. During the six months ended June 30, 2023, $1,911,013 was withdrawn by the Company from the Trust Account to pay its tax obligations. For the six months ended June 30, 2023 and 2022, the changes in Class A common stock subject to possible redemption is as follows: Shares Amount Class A common stock subject to possible redemption at January 1, 2022 34,500,000 $ 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption — 218,133 Class A common stock subject to possible redemption at June 30, 2022 34,500,000 $ 352,118,133 Class A common stock subject to possible redemption at January 1, 2023 34,500,000 $ 355,643,935 Plus: Increase in redemption value of shares subject to possible redemption — 4,450,363 Less: Decrease due to share redemption (30,460,066) (317,387,323) Class A common stock subject to possible redemption at June 30, 2023 4,039,934 $ 42,706,975 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet 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. Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations. Sponsor Loans The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 3 and 6 for additional information. Stock-Based Compensation The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of June 30, 2023 and for all prior periods, the Company determined that a Business Combination is not considered probable until a business combination is completed, and therefore, no stock-based compensation expense has been recognized. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of 21% for the six and three months ended June 30, 2023 and 2022, primarily due to changes in fair value of the warrant liability and sponsor loans, which are not currently recognized in taxable income, non-deductible start-up costs, and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income or loss or the related tax provision or benefit but is otherwise able to make a reasonable estimate, the tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through June 30, 2023. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023, and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 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 as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with a Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with a Business Combination, (ii) the timing, nature and amount of the equity issued in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination. For the six months ended June 30, 2023 and 2022, the Company has recognized $3,173,873 and $0, respectively, in excise tax payable related to share redemptions. In accordance with ASC 340-10-S99-1, the liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. Net (Loss) Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At June 30, 2023 and December 31, 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. Net (loss) income per common share is as follows: For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (17,308) $ (9,681) $ 5,903,962 $ 1,475,991 Denominator: Weighted-average shares outstanding 15,420,618 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per share $ (0.00) $ (0.00) $ 0.17 $ 0.17 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,389,063 $ 481,005 $ 12,445,575 $ 3,111,393 Denominator: Weighted-average shares outstanding 24,907,604 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.36 $ 0.36 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Non-Redemption Agreements In April 2023, the Sponsor and certain investors (“Investors”) of the Company’s Class A common stock entered into Non-Redemption Agreements. The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 999,665 shares of Class B common stock of the Company held by the Sponsor to the Investors in exchange for such Investors agreeing to hold and not redeem their Class A common stock at the special meeting of stockholders held on May 4, 2023. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such Investors an aggregate of 999,665 Class B common stock upon the consummation of an initial Business Combination. The Company estimated the aggregate fair value of the shares attributable to the Investors to be $884,554 or $0.88 per share. The Company complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(A) – “Expenses of Offering” and SAB Topic 5(T): Miscellaneous Accounting - Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). As such, the value of the Class B common stock assigned to the Investors are recognized as offering costs and charged to shareholders’ deficit. The value of the Class B common stock contributed by the Sponsors is reported as an increase to shareholders’ deficit | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. Use of Estimates The preparation of 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 expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. Marketable Securities and Cash Held in Trust Account As of December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2021, the Company classified its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet. Fair value of held-to-maturity securities amounted to $351,923,363 as of December 31, 2021. There were no held-to-maturity securities as of December 31, 2022. All U.S. Treasury securities held at December 31, 2021 matured during the year ended December 31, 2022. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. For held-to-maturity securities, premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the income from investments held in the Trust Account line item in the statements of operations. Interest income is recognized when earned. Accretion of the discounts amounted to $320,030 for the year ended December 31, 2022 and $21,694 for the period from February 18, 2021 (inception) through December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SAB Topic 5A-“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, on November 8, 2021, offering costs totaling $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability are recorded in accumulated deficit. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock 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, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the year ended December 31, 2022, the Company recorded an increase in the redemption value of $3,743,935 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes. During the year ended December 31, 2022, $822,658 was withdrawn by the Company from the Trust Account to pay its tax obligations. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs, net of amounts attributable to warrant liability (11,431,342) Paid underwriting fees, net of amounts attributable to warrant liability (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption 43,770,054 Class A common stock subject to possible redemption, December 31, 2021 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption 3,743,935 Class A common stock subject to possible redemption, December 31, 2022 $ 355,643,935 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet 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. Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Sponsor Loans The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 5 and 8 for additional information. Stock-Based Compensation The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022, and 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 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 as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with the Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination. Net Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At December 31, 2022 and 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. Net income per common share is as follows: Period from February 18, 2021 (inception) through Year ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (Basic net income per share) $ 19,405,027 $ 4,851,257 $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ — $ — $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 19,405,027 $ 4,851,257 $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,459,967 Dilutive effect of contingently issued stock — — — 159,723 Diluted weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,619,690 Basic net income per share $ 0.56 $ 0.56 $ 0.69 $ 0.69 Diluted net income per share $ 0.56 $ 0.56 $ 0.68 $ 0.68 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On November 8, 2021, the Company completed its IPO of 34,500,000 units, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000. Each Unit consists of one share of Class A common stock and one The underwriters were paid a cash underwriting discount of $6,900,000, or $0.20 per Unit, of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $12,075,000 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company completed a private placement of an aggregate of 9,400,000 warrants at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $9,400,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Amounts by which fair value of Private Placement Warrants exceeds cash proceeds have been recognized as expense. |
Related Party Transactions_2
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||
Related Party Transactions | Note 3 — Related Party Transactions Founder Shares On March 1, 2021, the Sponsor paid $25,000 in exchange for 7,187,500 shares of Class B common stock (the “Founder Shares”). On March 25, 2021, the Sponsor transferred an aggregate of 75,000 Founder Shares to three members of the board of directors (each received 25,000 Founder Shares). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. On November 4, 2021, the Company’s board of directors approved the issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend, resulting in an aggregate of 8,625,000 Class B common shares outstanding. At November 8, 2021, the total number of Class B common shares outstanding have been adjusted to reflect the issuance of the additional shares. The number of Founder Shares outstanding was adjusted based on the Initial Public Offering of 34,500,000 Units such that the Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. The issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend has been retroactively reflected for all prior periods presented. The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”). Promissory Note — Related Party On May 3, 2022, the Sponsor agreed to loan the Company up to $350,000 to be used to pay operating expenses. This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination. The Company had not borrowed any amount under the promissory note. There was no balance outstanding as of both June 30, 2023 and December 31, 2022. Sponsor Loans The Company executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000. The Sponsor Loans were extended in order to ensure that the amount in the Trust Account is $10.20 per public share with the proceeds of the Sponsor Loans being added to the Trust Account. The Sponsor Loans are non-interest bearing with the principal balance to be repaid or converted into warrants at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. All accrued and unpaid principal of the Sponsor Loans that is not converted into warrants shall continue to remain outstanding and to be subject to the terms and conditions of the Sponsor Loans and will become payable on the date the initial Business Combination is completed. If converted, the Sponsor Loan Warrants would be identical to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsor Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Company’s public stockholders. See Note 6 for additional information. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsors, an affiliate of the Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. As of June 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company has recognized an expense of $60,000 and $120,000 for the administrative service fee for each of the three and six months ended June 30, 2023 and 2022, respectively, and is included in operating costs on the condensed statements of operations. As of June 30, 2023 and December 31, 2022, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee. Due to Related Party In the normal course of business, certain expenses of the Company may be paid by, and then reimbursed to an affiliate of the Sponsor. As of June 30, 2023 and December 31, 2022, the Company had an outstanding balance due to the affiliate of the Sponsor of $4,174 and $10,024, respectively. The amount is included in due to related party on the condensed balance sheets and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses. | Note 5 — Related Party Transactions Founder Shares On March 1, 2021, the Sponsor paid $25,000 in exchange for 7,187,500 shares of Class B common stock (the “Founder Shares”). On March 25, 2021, the Sponsor transferred an aggregate of 75,000 Founder Shares to three members of the board of directors (each received 25,000 Founder Shares). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. On November 4, 2021, the Company’s board of directors approved the issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend, resulting in an aggregate of 8,625,000 Class B common shares outstanding. At November 8, 2021, the total number of Class B common shares outstanding have been adjusted to reflect the issuance of the additional shares. The number of Founder Shares outstanding was adjusted based on the Initial Public Offering of 34,500,000 Units such that the Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. The issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend has been retroactively reflected for all prior periods presented. The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”). Promissory Note — Related Party On May 3, 2022, the Sponsor agreed to loan the Company up to $350,000 to be used to pay operating expenses. This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination. The Company had not borrowed any amount under the promissory note. There was no balance outstanding as of both December 31, 2022 and 2021. Prior to May 3, 2022, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to be used for a portion of the expenses of the IPO. The loan was also non-interest bearing, unsecured and due at the later of July 31, 2021, or the closing of the IPO. As of November 8, 2021, the Sponsor had loaned to the Company an aggregate of $175,000 under the promissory note to pay for formation costs and a portion of the expenses of the IPO. The entire loan was repaid at the closing of the IPO out of the offering proceeds not held in the Trust Account and as such there was no balance outstanding as of December 31, 2022 or December 31, 2021. Sponsor Loans The Company executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000. The Sponsors Loans were extended in order to ensure that the amount in the Trust Account is $10.20 per public share with the proceeds of the Sponsors Loans being added to the Trust Account. The Sponsors Loans are non-interest bearing with the principal balance to be repaid or converted into warrants at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. All accrued and unpaid principal of the Sponsor Loans that is not converted into warrants shall continue to remain outstanding and to be subject to the terms and conditions of the Sponsor Loans and will become payable on the date the initial Business Combination is completed. If converted, the Sponsor Loan Warrants would be identical to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsors Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Company’s public stockholders. See Note 8 for additional information. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsors, an affiliate of the Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. As of December 31, 2022 and 2021, no such Working Capital Loans were outstanding. Related Party Extension Loans The Company will have until May 8, 2023, to consummate an initial business combination. However, if the Company anticipates that it may not be able to consummate its initial business combination by May 8, 2023, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (or until August 8, 2023 or November 8, 2023, as applicable), subject to the sponsor depositing additional funds into the Trust Account as set out below. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate its initial business combination to be extended for any such three-month period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $3,450,000 (or $0.10 per unit sold in this offering in either case, up to an aggregate of $6,900,000), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest-bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to the Company upon completion of its initial business combination. Any such extension loan may be converted into warrants at the price of $1.00 per warrant at the option of the lender at or prior the time of the business combination. The warrants would be identical to the private placement warrants issued to the Company’s sponsors. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial business combination. If the Company is unable to consummate an initial business combination within such time period, it will redeem 100% of its issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor, commencing on November 3, 2021, a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company has recognized an expense of $240,000 for the administrative service fee for the year ended December 31, 2022 and $38,000 for the period from the November 3, 2021 to December 31, 2021. As of December 31, 2022 and 2021, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee. Due to Related Party In the normal course of business, certain expenses of the Company may be paid by, and then reimbursed to an affiliate of the Sponsor. As of December 31, 2022, and December 31, 2021, the Company had an outstanding balance due to the affiliate of the Sponsor of $10,024 and $2,727 , respectively. The amount is included in due to related party on the balance sheets and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses. |
Commitments and Contingencies_2
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 4 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Sponsor Loans or Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Sponsor Loans or Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement entered into on November 3, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriters Agreement The Company will pay the underwriters a deferred underwriting fee upon the consummation of an initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO, or $12,075,000. Capital Markets Advisor Agreement On March 29, 2023, the Company engaged a capital markets advisor in connection with seeking an extension for completing a business combination, a possible acquisition of a third party by merger, consolidation, acquisition of stock or assets or other business combination, and as a placement agent in connection with a private placement of debt, equity, equity-linked or convertible securities. The Company agreed to pay the capital markets advisor a transaction fee in connection with the services provided, payable upon and subject to the Company’s consummation of an initial business combination (“Capital Markets Advisor Fee”). The fee consists of a fixed and determinable portion and a variable portion contingent upon certain future events expected to take place upon completion of a business combination. As of June 30, 2023, $2,500,000 was accrued for the fee as the amount was fixed and determinable. These costs may be paid for using the proceeds of the cash available once a business combination is complete. Expenses Contingent on the Closing of a Business Combination As of June 30, 2023 and 2022, the Company has incurred approximately $2,516,000 and $0, respectively, in fees contingent on the closing of a business combination, of which $2,500,000 and $0, respectively, is related to the Capital Markets Advisor Fee. These costs may be paid using the proceeds of the cash available once a business combination is complete. The amount is included in accounts payable and accrued expenses on the condensed balance sheets. Excise Tax In connection with the Special Meeting, stockholders holding 30,460,066 of the Company’s Public Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account for an aggregate amount of $317,387,323. As such, the Company has recorded a 1% excise tax liability of $3,173,873 on the condensed balance sheet as of June 30, 2023. Any excise tax liability payable will not be paid out of the funds in the Trust Account. | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Sponsor Loans or Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Sponsor Loans or Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement entered into on November 3, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriters Agreement On November 8, 2021, the underwriters were paid a cash underwriting discount of Expenses Contingent on the Closing of a Business Combination As of December 31, 2022 and December 31, 2021, the Company has incurred approximately $1,000 and $0, respectively in fees contingent on the closing of a business combination. These costs may be paid using the proceeds of the cash available once the business combination is complete. The amount is included in accounts payable and accrued expenses on the balance sheets. |
Stockholders' Deficit_2
Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit | ||
Stockholders' Deficit | Note 5 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At June 30, 2023 and December 31, 2022, there were no shares of preferred shares issued or outstanding. Class A Common Stock The Company is authorized to issue a total of 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 4,039,934 and 34,500,000 shares of Class A common stock subject to possible redemption, respectively, which are classified as temporary equity. Class B Common Stock The Company is authorized to issue a total of 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 8,625,000 shares of Class B common stock issued and outstanding. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, 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 the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Class A common stock issuable upon exercise of the Private Placement Warrants or any Sponsor Loan Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the satisfying the Company’s obligations described below with respect to registration. No 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 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit. The Company did not register the shares of Class A common stock issuable upon exercise of the warrants in connection with the IPO. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below; ● upon a minimum of 30 days ’ prior written notice of redemption ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 -day period after written notice of redemption is given. The “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment). | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no shares of preferred shares issued or outstanding Class A Common Stock The Company is authorized to issue a total of 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were no shares of Class A common stock issued and outstanding, excluding 34,500,000 shares of Class A common stock subject to possible redemption, which are classified as temporary equity. Class B Common Stock The Company is authorized to issue a total of 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 8,625,000 shares of Class B common stock issued and outstanding. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, 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 the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Class A common stock issuable upon exercise of the Private Placement Warrants or any Sponsor Loan Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the satisfying the Company’s obligations described below with respect to registration. No 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 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit. The Company did not register the shares of Class A common stock issuable upon exercise of the warrants in connection with the IPO. However, the Company has agreed that as soon as practicable, but in no event later than 20 60 Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● ● ● ● 20 Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● ● ● ● ● The “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment). |
Fair Value Measurement_2
Fair Value Measurement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement | ||
Fair Value Measurement | Note 6 — Fair Value Measurement The following table presents fair value information as of June 30, 2023 and December 31, 2022, for the Company’s assets and liabilities that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Assets: Level June 30, 2023 December 31, 2022 Marketable securities and cash held in Trust Account 1 $ 42,626,002 $ 356,190,233 Liabilities: Level June 30, 2023 December 31, 2022 Warrant Liability – Public Warrants (a) $ 345,000 $ 1,173,000 Warrant Liability – Private Placement Warrants 3 $ 188,000 $ 639,200 Sponsor Loans 3 $ 1,673,000 $ 1,000,000 (a) Level 1 at June 30, 2023 and Level 2 at December 31, 2022 As of June 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds and generally have a readily determinable fair value. As of June 30, 2023 and December 31, 2022, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices. At June 30, 2023, the Company’s Public Warrants were classified as Level 1. As of December 31, 2022, there was insufficient activity for the Company’s Public Warrants to be classified as Level 1 and were classified as Level 2 on December 31, 2022. The fair value of the Company’s Private Placement Warrants for all periods presented is based on a Black-Scholes-Merton model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The Company valued the Sponsor Loans using the bond plus call approach, where the fair value of the Notes was calculated as the sum of (i) the fair value of the contractual cash flows of the Sponsor Loans absent the Conversion Option and (ii) the fair value of the Conversion Option which is determined using a risk-neutral framework based on the daily binomial lattice analysis. The inputs used to measure fair value of the Private Placement Warrants and the Sponsor Loans are classified within Level 3 of the fair value hierarchy. Significant deviations from these estimates and inputs could result in a material change in fair value. The following table sets forth the fair value and unpaid principal balance as of June 30, 2023 and 2022 for the Sponsor Loans. Fair Value Option Liabilities: Fair Value Unpaid Principal Balance June 30, 2023 $ 1,673,000 $ 6,900,000 December 31,2022 $ 1,000,000 $ 6,900,000 The key inputs into the valuation model for the Sponsor Loans were as follows: Input June 30, 2023 December 31, 2022 Common stock price $ 10.40 $ 10.19 Risk-free interest rate (Bond) 5.37 % 4.51 % Risk-free forward interest rate (Conversion Option) 3.97 % 3.91 % Expected term in years 0.36 years 0.36 years Expected volatility 0.00 % 0.00 % Credit spread 3.35 % 5.33 % The key inputs into the model for the Private Placement Warrants were as follows: Input June 30, 2023 December 31, 2022 Common stock price $ 10.40 $ 10.19 Risk-free interest rate 4.06 % 3.95 % Expected term in years 5.36 years 5.36 years Expected volatility 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Warrant fair value $ 0.02 $ 0.07 To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our financial instruments classified as Level 3: Private Placement Warrants Sponsor Loans Fair value as of January 1, 2023 $ 639,200 $ 1,000,000 Change in valuation inputs or other assumptions 394,800 (347,000) Fair value as of March 31, 2023 1,034,000 653,000 Change in valuation inputs or other assumptions (846,000) 1,020,000 Fair value as of June 30, 2023 $ 188,000 $ 1,673,000 | Note 8— Fair Value Measurement The following table presents fair value information as of December 31, 2022 and 2021, for the Company’s assets and liabilities that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Assets: Level 2022 2021 Marketable securities and cash held in Trust Account 1 $ 356,190,233 $ — December 31, Liabilities: Level 2022 2021 Warrant Liability – Public Warrants (a) (a) $ 1,173,000 $ 12,075,000 Warrant Liability – Private Placement Warrants 3 $ 639,200 $ 6,580,000 Sponsor Loans 3 $ 1,000,000 $ 5,490,000 (a) During the year ended December 31, 2022 there was insufficient activity for the Company's Public Warrants to be classified as Level 1 and were reclassified as Level 2 on December 31, 2022. The Company’s Private Placement Warrants for all periods presented is based on a Black-Scholes-Merton model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The Company valued the Sponsor Loans using the bond plus call approach, where the fair value of the Notes was calculated as the sum of (i) the fair value of the contractual cash flows of the Sponsor Loans absent the Conversion Option and (ii) the fair value of the Conversion Option which is determined using a risk-neutral framework based on the daily binomial lattice analysis. The inputs used to measure fair value of the Private Placement Warrants and the Sponsor Loans are classified within Level 3 of the fair value hierarchy. Significant deviations from these estimates and inputs could result in a material change in fair value. As of December 31, 2022, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices. During the quarter ended March 31, 2022, the Public Warrant liability was reclassified from a Level 3 to a Level 1 classification as they began to have quoted prices in active markets. As of December 31, 2022, investments held in Trust Account consisted of mutual funds and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the balance sheet at fair value as of December 31, 2022. Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. As of December 31, 2022 and 2021, the fair value of the sponsor loans amounted to $1,000,000 and $5,490,000, respectively. For the year ended December 31, 2022, the fair value adjustment amounted to $4,490,000. For the period from February 18, 2021 (inception) through December 31, 2021, the fair value adjustment amounted to $1,410,000. These amounts were credited to operations for each of these periods. Fair Value Option Liabilities: Fair Value Unpaid Principal Balance December 31, 2022 $ 1,000,000 $ 6,900,000 December 31, 2021 $ 5,490,000 $ 6,900,000 The key inputs into the valuation model for the Sponsor Loans were as follows: December 31, Input 2022 2021 Common stock price $ 10.19 $ 9.90 Risk-free interest rate (Bond) 4.51 % 0.33 % Risk-free forward interest rate (Conversion Option) 3.91 % 1.50 % Expected term in years 0.36 years 0.85 years Expected volatility 0.00 % 10.40 % Credit spread 5.33 % 3.19 % The Private Placement Warrant liability is measured at fair value on a recurring basis. The Company used a Black-Scholes-Merton valuation model to value the Private Placement Warrants as of December 31, 2022 and 2021. The key inputs into the modified Black-Scholes-Merton model for the Private Placement Warrants were as follows: December 31, Input 2022 2021 Common stock price $ 10.19 $ 9.90 Risk-free interest rate 3.95 % 1.34 % Expected term in years 5.36 years 5.85 years Expected volatility 0.00 % 10.40 % Exercise price $ 11.50 $ 11.50 Warrant fair value $ 0.07 $ 0.69 The key inputs into the Black-Scholes-Merton valuation model for the Public Warrants were as follows: December 31, 2021 Input Public Warrants Common stock price $ 9.90 Risk-free interest rate 1.34 % Expected term in years 5.85 years Expected volatility 10.40 % Exercise price $ 11.50 Warrant fair value $ 0.69 To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our warrants classified as Level 3 for the year ended December 31, 2022 and December 31, 2021: Initial measurement of fair value of Warrant liabilities measured with level 3 inputs at November 8, 2021: $ 28,676,645 Change in fair value (10,021,645) Fair Value at December 31, 2021 – Warrant liabilities $ 18,655,000 Warrant liabilities measured with level 3 inputs at January 1, 2022: $ 18,655,000 Public Warrants reclassified to level 1 (1) (6,727,500) Change in fair value (11,288,300) Fair Value at December 31, 2022 – private placement warrants $ 639,200 (1) Assumes the Public Warrants were reclassified on March 31, 2022 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Public and Private Placement Warrants and Sponsor Loans: Public Private Placement Warrant Sponsor Warrants Warrants Liability Loans Initial measurement of fair value on November 8, 2021 $ 18,390,225 $ 10,286,420 $ 28,676,645 $ 6,900,000 Change in valuation inputs or other assumptions 6,315,225 3,706,420 10,021,645 1,410,000 Fair value as of December 31, 2021 $ 12,075,000 $ 6,580,000 $ 18,655,000 $ 5,490,000 Change in valuation inputs or other assumptions (10,902,000) (5,940,800) (16,842,800) (4,490,000) Fair value as of December 31, 2022 $ 1,173,000 $ 639,200 $ 1,812,200 $ 1,000,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 9 — Income Taxes As of December 31, 2022 and 2021, the Company’s net deferred tax assets are as follows: Deferred tax asset: 2022 2021 Organizational costs/Startup expenses $ 243,656 $ 39,442 Federal net operating loss — 31,932 Total deferred tax asset 243,656 71,374 Valuation allowance (243,656) (71,374) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: For the period from February 18, 2021 For the year (inception) through December 31, 2022 December 31, 2021 Federal: Current $ 995,207 $ — Deferred 172,282 71,374 State: Current — — Deferred — — Valuation allowance (172,282) (71,374) Income tax provision $ 995,207 $ — As of December 31, 2021 and December 31, 2022, the Company had $152,055 and $ 0 , respectively, of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $172,282. For the period from February 18, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $71,374. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: For the period from February 18, For the year 2021 (inception) through December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Transaction costs 0.0 % 2.4 % Change in fair value of the warrant liability and Sponsor Loans (17.7) % (26.2) % Fair value of Private Placement Warrants in excess of purchase price 0.0 % 2.0 % Change in valuation allowance 0.7 % 0.8 % Income tax provision 4.0 % 0.0 % |
Subsequent Events_2
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events | ||
Subsequent Events | Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. | Note 10— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements. |
Significant Accounting Polici_8
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 27, 2023, which contains the audited financial statements and notes thereto. The accompanying condensed balance sheet as of December 31, 2022 has been derived from those audited financial statements. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. | Basis of Presentation The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. |
Use of Estimates | Use of Estimates The preparation of 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 expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of 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 expenses during the reporting period. Actual results could differ 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 did not have any cash equivalents as of June 30, 2023 and 2022, respectively. At June 30, 2023 and December 31, 2022, included in cash on the condensed balance sheet is approximately $600,000 and $0 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. |
Marketable Securities and Cash Held in Trust Account | Marketable Securities and Cash Held in Trust Account As of June 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the condensed balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. During the six months ended June 30, 2022, premiums and discounts were amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “income from investments held in Trust Account” line item in the condensed statement of operations. Accretion of the discounts amounted to $320,031 and $210,861 for the six and three months ended June 30, 2022, respectively. There were no such securities held with discounts or premiums during the six and three months ended June 30, 2023, and as a result there was no accretion during such periods. | Marketable Securities and Cash Held in Trust Account As of December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2021, the Company classified its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet. Fair value of held-to-maturity securities amounted to $351,923,363 as of December 31, 2021. There were no held-to-maturity securities as of December 31, 2022. All U.S. Treasury securities held at December 31, 2021 matured during the year ended December 31, 2022. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. For held-to-maturity securities, premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the income from investments held in the Trust Account line item in the statements of operations. Interest income is recognized when earned. Accretion of the discounts amounted to $320,030 for the year ended December 31, 2022 and $21,694 for the period from February 18, 2021 (inception) through December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SAB Topic 5A-“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, on November 8, 2021, offering costs totaling $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability are recorded in accumulated deficit. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock 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, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. In connection with the votes to approve the Charter Amendment at the special meeting of stockholders on May 4, 2023, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317,000,000. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the six months ended June 30, 2023, the Company recorded an increase in the redemption value of $4,450,363 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes that had been incurred. During the six months ended June 30, 2023, $1,911,013 was withdrawn by the Company from the Trust Account to pay its tax obligations. For the six months ended June 30, 2023 and 2022, the changes in Class A common stock subject to possible redemption is as follows: Shares Amount Class A common stock subject to possible redemption at January 1, 2022 34,500,000 $ 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption — 218,133 Class A common stock subject to possible redemption at June 30, 2022 34,500,000 $ 352,118,133 Class A common stock subject to possible redemption at January 1, 2023 34,500,000 $ 355,643,935 Plus: Increase in redemption value of shares subject to possible redemption — 4,450,363 Less: Decrease due to share redemption (30,460,066) (317,387,323) Class A common stock subject to possible redemption at June 30, 2023 4,039,934 $ 42,706,975 | Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock 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, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the year ended December 31, 2022, the Company recorded an increase in the redemption value of $3,743,935 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes. During the year ended December 31, 2022, $822,658 was withdrawn by the Company from the Trust Account to pay its tax obligations. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs, net of amounts attributable to warrant liability (11,431,342) Paid underwriting fees, net of amounts attributable to warrant liability (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption 43,770,054 Class A common stock subject to possible redemption, December 31, 2021 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption 3,743,935 Class A common stock subject to possible redemption, December 31, 2022 $ 355,643,935 |
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 the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet 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. | 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet 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. |
Warrant Liability | Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations. | Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. |
Sponsor Loans | Sponsor Loans The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 3 and 6 for additional information. | Sponsor Loans The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 5 and 8 for additional information. |
Stock-Based Compensation | Stock-Based Compensation The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of June 30, 2023 and for all prior periods, the Company determined that a Business Combination is not considered probable until a business combination is completed, and therefore, no stock-based compensation expense has been recognized. | Stock-Based Compensation The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of 21% for the six and three months ended June 30, 2023 and 2022, primarily due to changes in fair value of the warrant liability and sponsor loans, which are not currently recognized in taxable income, non-deductible start-up costs, and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income or loss or the related tax provision or benefit but is otherwise able to make a reasonable estimate, the tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through June 30, 2023. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023, and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 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 as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with a Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with a Business Combination, (ii) the timing, nature and amount of the equity issued in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination. For the six months ended June 30, 2023 and 2022, the Company has recognized $3,173,873 and $0, respectively, in excise tax payable related to share redemptions. In accordance with ASC 340-10-S99-1, the liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022, and 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 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 as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with the Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination. |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At June 30, 2023 and December 31, 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. Net (loss) income per common share is as follows: For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (17,308) $ (9,681) $ 5,903,962 $ 1,475,991 Denominator: Weighted-average shares outstanding 15,420,618 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per share $ (0.00) $ (0.00) $ 0.17 $ 0.17 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,389,063 $ 481,005 $ 12,445,575 $ 3,111,393 Denominator: Weighted-average shares outstanding 24,907,604 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.36 $ 0.36 | Net Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At December 31, 2022 and 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. Net income per common share is as follows: Period from February 18, 2021 (inception) through Year ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (Basic net income per share) $ 19,405,027 $ 4,851,257 $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ — $ — $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 19,405,027 $ 4,851,257 $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,459,967 Dilutive effect of contingently issued stock — — — 159,723 Diluted weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,619,690 Basic net income per share $ 0.56 $ 0.56 $ 0.69 $ 0.69 Diluted net income per share $ 0.56 $ 0.56 $ 0.68 $ 0.68 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Non-Redemption Agreements | Non-Redemption Agreements In April 2023, the Sponsor and certain investors (“Investors”) of the Company’s Class A common stock entered into Non-Redemption Agreements. The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 999,665 shares of Class B common stock of the Company held by the Sponsor to the Investors in exchange for such Investors agreeing to hold and not redeem their Class A common stock at the special meeting of stockholders held on May 4, 2023. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such Investors an aggregate of 999,665 Class B common stock upon the consummation of an initial Business Combination. The Company estimated the aggregate fair value of the shares attributable to the Investors to be $884,554 or $0.88 per share. The Company complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(A) – “Expenses of Offering” and SAB Topic 5(T): Miscellaneous Accounting - Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). As such, the value of the Class B common stock assigned to the Investors are recognized as offering costs and charged to shareholders’ deficit. The value of the Class B common stock contributed by the Sponsors is reported as an increase to shareholders’ deficit |
Significant Accounting Polici_9
Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Schedule of changes in Class A common stock subject to possible redemption | Shares Amount Class A common stock subject to possible redemption at January 1, 2022 34,500,000 $ 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption — 218,133 Class A common stock subject to possible redemption at June 30, 2022 34,500,000 $ 352,118,133 Class A common stock subject to possible redemption at January 1, 2023 34,500,000 $ 355,643,935 Plus: Increase in redemption value of shares subject to possible redemption — 4,450,363 Less: Decrease due to share redemption (30,460,066) (317,387,323) Class A common stock subject to possible redemption at June 30, 2023 4,039,934 $ 42,706,975 | At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs, net of amounts attributable to warrant liability (11,431,342) Paid underwriting fees, net of amounts attributable to warrant liability (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption 43,770,054 Class A common stock subject to possible redemption, December 31, 2021 351,900,000 Plus: Increase in redemption value of shares subject to possible redemption 3,743,935 Class A common stock subject to possible redemption, December 31, 2022 $ 355,643,935 |
Schedule of reconciliation of net (loss) income per common share | For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (17,308) $ (9,681) $ 5,903,962 $ 1,475,991 Denominator: Weighted-average shares outstanding 15,420,618 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per share $ (0.00) $ (0.00) $ 0.17 $ 0.17 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,389,063 $ 481,005 $ 12,445,575 $ 3,111,393 Denominator: Weighted-average shares outstanding 24,907,604 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.36 $ 0.36 | Net income per common share is as follows: Period from February 18, 2021 (inception) through Year ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (Basic net income per share) $ 19,405,027 $ 4,851,257 $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ — $ — $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 19,405,027 $ 4,851,257 $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,459,967 Dilutive effect of contingently issued stock — — — 159,723 Diluted weighted-average shares outstanding 34,500,000 8,625,000 5,876,972 7,619,690 Basic net income per share $ 0.56 $ 0.56 $ 0.69 $ 0.69 Diluted net income per share $ 0.56 $ 0.56 $ 0.68 $ 0.68 |
Fair Value Measurement (Table_2
Fair Value Measurement (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement | ||
Schedule of assets measured on fair value on a recurring basis | Assets: Level June 30, 2023 December 31, 2022 Marketable securities and cash held in Trust Account 1 $ 42,626,002 $ 356,190,233 | December 31, Assets: Level 2022 2021 Marketable securities and cash held in Trust Account 1 $ 356,190,233 $ — |
Schedule of liabilities measured on fair value on a recurring basis | Liabilities: Level June 30, 2023 December 31, 2022 Warrant Liability – Public Warrants (a) $ 345,000 $ 1,173,000 Warrant Liability – Private Placement Warrants 3 $ 188,000 $ 639,200 Sponsor Loans 3 $ 1,673,000 $ 1,000,000 | December 31, Liabilities: Level 2022 2021 Warrant Liability – Public Warrants (a) (a) $ 1,173,000 $ 12,075,000 Warrant Liability – Private Placement Warrants 3 $ 639,200 $ 6,580,000 Sponsor Loans 3 $ 1,000,000 $ 5,490,000 (a) |
Schedule of fair value option | Liabilities: Fair Value Unpaid Principal Balance June 30, 2023 $ 1,673,000 $ 6,900,000 December 31,2022 $ 1,000,000 $ 6,900,000 | Liabilities: Fair Value Unpaid Principal Balance December 31, 2022 $ 1,000,000 $ 6,900,000 December 31, 2021 $ 5,490,000 $ 6,900,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The key inputs into the valuation model for the Sponsor Loans were as follows: Input June 30, 2023 December 31, 2022 Common stock price $ 10.40 $ 10.19 Risk-free interest rate (Bond) 5.37 % 4.51 % Risk-free forward interest rate (Conversion Option) 3.97 % 3.91 % Expected term in years 0.36 years 0.36 years Expected volatility 0.00 % 0.00 % Credit spread 3.35 % 5.33 % The key inputs into the model for the Private Placement Warrants were as follows: Input June 30, 2023 December 31, 2022 Common stock price $ 10.40 $ 10.19 Risk-free interest rate 4.06 % 3.95 % Expected term in years 5.36 years 5.36 years Expected volatility 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Warrant fair value $ 0.02 $ 0.07 | December 31, Input 2022 2021 Common stock price $ 10.19 $ 9.90 Risk-free interest rate (Bond) 4.51 % 0.33 % Risk-free forward interest rate (Conversion Option) 3.91 % 1.50 % Expected term in years 0.36 years 0.85 years Expected volatility 0.00 % 10.40 % Credit spread 5.33 % 3.19 % December 31, Input 2022 2021 Common stock price $ 10.19 $ 9.90 Risk-free interest rate 3.95 % 1.34 % Expected term in years 5.36 years 5.85 years Expected volatility 0.00 % 10.40 % Exercise price $ 11.50 $ 11.50 Warrant fair value $ 0.07 $ 0.69 December 31, 2021 Input Public Warrants Common stock price $ 9.90 Risk-free interest rate 1.34 % Expected term in years 5.85 years Expected volatility 10.40 % Exercise price $ 11.50 Warrant fair value $ 0.69 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Warrants Sponsor Loans Fair value as of January 1, 2023 $ 639,200 $ 1,000,000 Change in valuation inputs or other assumptions 394,800 (347,000) Fair value as of March 31, 2023 1,034,000 653,000 Change in valuation inputs or other assumptions (846,000) 1,020,000 Fair value as of June 30, 2023 $ 188,000 $ 1,673,000 | Initial measurement of fair value of Warrant liabilities measured with level 3 inputs at November 8, 2021: $ 28,676,645 Change in fair value (10,021,645) Fair Value at December 31, 2021 – Warrant liabilities $ 18,655,000 Warrant liabilities measured with level 3 inputs at January 1, 2022: $ 18,655,000 Public Warrants reclassified to level 1 (1) (6,727,500) Change in fair value (11,288,300) Fair Value at December 31, 2022 – private placement warrants $ 639,200 (1) Assumes the Public Warrants were reclassified on March 31, 2022 Public Private Placement Warrant Sponsor Warrants Warrants Liability Loans Initial measurement of fair value on November 8, 2021 $ 18,390,225 $ 10,286,420 $ 28,676,645 $ 6,900,000 Change in valuation inputs or other assumptions 6,315,225 3,706,420 10,021,645 1,410,000 Fair value as of December 31, 2021 $ 12,075,000 $ 6,580,000 $ 18,655,000 $ 5,490,000 Change in valuation inputs or other assumptions (10,902,000) (5,940,800) (16,842,800) (4,490,000) Fair value as of December 31, 2022 $ 1,173,000 $ 639,200 $ 1,812,200 $ 1,000,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of net deferred tax assets | As of December 31, 2022 and 2021, the Company’s net deferred tax assets are as follows: Deferred tax asset: 2022 2021 Organizational costs/Startup expenses $ 243,656 $ 39,442 Federal net operating loss — 31,932 Total deferred tax asset 243,656 71,374 Valuation allowance (243,656) (71,374) Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | The income tax provision consists of the following: For the period from February 18, 2021 For the year (inception) through December 31, 2022 December 31, 2021 Federal: Current $ 995,207 $ — Deferred 172,282 71,374 State: Current — — Deferred — — Valuation allowance (172,282) (71,374) Income tax provision $ 995,207 $ — |
Schedule of federal income tax rate to effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: For the period from February 18, For the year 2021 (inception) through December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Transaction costs 0.0 % 2.4 % Change in fair value of the warrant liability and Sponsor Loans (17.7) % (26.2) % Fair value of Private Placement Warrants in excess of purchase price 0.0 % 2.0 % Change in valuation allowance 0.7 % 0.8 % Income tax provision 4.0 % 0.0 % |
Organization, Business Operat_4
Organization, Business Operations and Liquidity (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
May 04, 2023 USD ($) $ / shares shares | Nov. 08, 2021 USD ($) $ / shares shares | Apr. 30, 2023 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | May 03, 2022 USD ($) | |
Organization, Business Operations and Liquidity | ||||||||
Condition for future business combination number of businesses minimum | 1 | 1 | ||||||
Proceeds received from initial public offering, gross | $ 345,000,000 | |||||||
Proceeds from issuance of private placement warrants | $ 9,400,000 | |||||||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||||
Conversion price | $ / shares | $ 1 | $ 1 | $ 1 | |||||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||||||
Condition for future business combination threshold percentage ownership | 50 | 50 | ||||||
Net proceeds from ipo, private placement and sponsor loans | $ 351,900,000 | $ 351,900,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10.20 | $ 10.20 | $ 10.20 | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | ||||||
Months to complete acquisition | 18 months | 18 months | ||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days | ||||||
Stockholders of number of shares who exercised their right to redeem shares | shares | 30,460,066 | 30,460,066 | ||||||
Redemption price per share | $ / shares | $ 10.42 | |||||||
Aggregate redemption amount | $ 317,000,000 | |||||||
Marketable securities and cash held in Trust Account | $ 42,000,000 | $ 2,089,239 | $ 42,626,002 | $ 42,626,002 | 351,921,694 | $ 356,190,233 | ||
Redemption period upon closure | 10 days | 10 days | ||||||
Condition for future business combination threshold net tangible assets | 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||
Maximum allowed dissolution expenses | 100,000 | 100,000 | ||||||
Cash | 699,150 | 699,150 | $ 1,214,555 | 521,149 | ||||
Withdrew cash from trust account | $ 600,000 | $ 1,911,013 | ||||||
Offering costs | 18,479,829 | |||||||
Underwriting fees | 6,900,000 | |||||||
Deferred underwriting fee payable | 12,075,000 | |||||||
Other offering costs | 540,576 | |||||||
Offering costs attributable to warrant liability recorded in accumulated deficit | $ 1,035,747 | |||||||
Payment for dissolution expenses | $ 100,000 | |||||||
Promissory Note with Related Party | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Aggregate amount | $ 350,000 | |||||||
Maximum borrowing capacity of related party promissory note | $ 200,000 | |||||||
Class B common stock | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Aggregate of shares | shares | 999,665 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class A common stock | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Sale of private placement warrants (in shares) | shares | 33,550,000 | 33,550,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | ||||
Warrants | Class A common stock | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Purchase price, per unit | $ / shares | 11.50 | 11.50 | 11.50 | |||||
Initial Public Offering | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Number of units issued | shares | 34,500,000 | |||||||
Share price | $ / shares | $ 10 | |||||||
Proceeds received from initial public offering, gross | $ 345,000,000 | |||||||
Purchase price, per unit | $ / shares | $ 0.20 | $ 10.57 | $ 10.57 | $ 10.31 | ||||
Initial Public Offering | Class A common stock | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Number of units issued | shares | 34,500,000 | |||||||
Private Placement | Private Placement Warrants | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Sale of private placement warrants (in shares) | shares | 9,400,000 | |||||||
Price of warrant | $ / shares | $ 1 | |||||||
Proceeds from issuance of private placement warrants | $ 9,400,000 | |||||||
Over-allotment option | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Number of units issued | shares | 4,500,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Sponsor | Sponsor Loan Warrants | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Aggregate amount | $ 6,900,000 | |||||||
Conversion price | $ / shares | $ 1 | |||||||
Sponsor | Initial Public Offering | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||||
Sponsor | Private Placement | Private Placement Warrants | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Sale of private placement warrants (in shares) | shares | 8,260,606 | |||||||
CA2 Co-Investment LLC | Private Placement | Private Placement Warrants | ||||||||
Organization, Business Operations and Liquidity | ||||||||
Sale of private placement warrants (in shares) | shares | 1,139,394 |
Significant Accounting Polic_10
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
May 04, 2023 | Aug. 16, 2022 | Nov. 08, 2021 | Apr. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Significant Accounting Policies | |||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Cash withdrawn from Trust Account to pay future taxes | 600,000 | 600,000 | $ 0 | ||||||||
Accretion of the discounts | 0 | 210,861 | $ 0 | $ 320,031 | 320,030 | ||||||
Holders of number of shares who exercised their right to redeem shares | 30,460,066 | 30,460,066 | |||||||||
Redemption price per share | $ 10.42 | ||||||||||
Aggregate redemption amount | $ 317,000,000 | ||||||||||
Increase in redemption value | 1,504,476 | $ 2,945,887 | $ 218,133 | $ 4,450,363 | 3,743,935 | ||||||
Trust Account to pay its tax obligations | $ 1,911,013 | $ 822,658 | |||||||||
Number of warrants issued | 26,650,000 | 26,650,000 | |||||||||
Aggregate amount | 6,900,000 | $ 6,900,000 | $ 6,900,000 | ||||||||
Stock-based compensation expense | $ 0 | $ 0 | |||||||||
Statutory tax rate | 21% | 21% | 21% | 21% | 21% | 21% | |||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | $ 0 | 0 | |||||||
Inflation Reduction Act of 2022, federal excise tax rate | 1% | ||||||||||
Excise tax payable attributable to redemption of common stock | 3,173,873 | 3,173,873 | $ 0 | ||||||||
Decrease due to share redemption | 317,387,323 | ||||||||||
Deferred underwriting discount | $ 12,075,000 | ||||||||||
Offering costs | $ 18,479,829 | ||||||||||
Marketable securities | 351,923,363 | ||||||||||
Federal depository insurance coverage | 250,000 | ||||||||||
Initial Public Offering | |||||||||||
Significant Accounting Policies | |||||||||||
Number of units sold | 34,500,000 | ||||||||||
Initial Public Offering | Sponsor | |||||||||||
Significant Accounting Policies | |||||||||||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | ||||||||
Private Placement Warrants | |||||||||||
Significant Accounting Policies | |||||||||||
Number of warrants issued | 9,400,000 | 9,400,000 | |||||||||
Public Warrants | |||||||||||
Significant Accounting Policies | |||||||||||
Number of warrants issued | 17,250,000 | 17,250,000 | |||||||||
Class A common stock | |||||||||||
Significant Accounting Policies | |||||||||||
Number of shares issued | 33,550,000 | ||||||||||
Class A common stock | Initial Public Offering | |||||||||||
Significant Accounting Policies | |||||||||||
Number of units sold | 34,500,000 | ||||||||||
Class A common stock subject to possible redemption | |||||||||||
Significant Accounting Policies | |||||||||||
Increase in redemption value | $ (4,450,363) | $ (218,133) | $ 3,743,935 | ||||||||
Class A common stock subject to possible redemption | Initial Public Offering | |||||||||||
Significant Accounting Policies | |||||||||||
Number of units sold | 34,500,000 | ||||||||||
Class B common stock | |||||||||||
Significant Accounting Policies | |||||||||||
Aggregate of shares | 999,665 | ||||||||||
Class B common stock | Sponsor | Non Redemption Agreements | |||||||||||
Significant Accounting Policies | |||||||||||
Holders of number of shares who exercised their right to redeem shares | 999,665 | ||||||||||
Aggregate of shares | 999,665 | ||||||||||
Estimated aggregate fair value of the shares | $ 884,554 | ||||||||||
Estimated aggregate fair value of the shares (in dollars per share) | $ 0.88 |
Significant Accounting Polic_11
Significant Accounting Policies - Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Significant Accounting Policies | |||||||
Increase in redemption value of shares subject to possible redemption | $ (1,504,476) | $ (2,945,887) | $ (218,133) | $ (4,450,363) | $ (3,743,935) | ||
Class A common stock subject to possible redemption | $ 42,706,975 | 42,706,975 | 355,643,935 | ||||
Class A common stock subject to possible redemption | |||||||
Significant Accounting Policies | |||||||
Gross proceeds | $ 345,000,000 | ||||||
Deferred underwriting costs, net of amounts attributable to warrant liability | (11,431,342) | ||||||
Paid underwriting fees, net of amounts attributable to warrant liability | (6,532,196) | ||||||
Proceeds allocated to Public Warrants | (18,390,225) | ||||||
Other offering costs paid | $ (516,291) | ||||||
Increase in redemption value of shares subject to possible redemption | $ 4,450,363 | $ 218,133 | $ (3,743,935) | ||||
Class A common stock subject to possible redemption (Shares) | 4,039,934 | 34,500,000 | 4,039,934 | 34,500,000 | 34,500,000 | 34,500,000 | |
Class A common stock subject to possible redemption | $ 42,706,975 | $ 352,118,133 | $ 42,706,975 | $ 352,118,133 | $ 351,900,000 | $ 355,643,935 | |
Decrease due to share redemption (Shares) | (30,460,066) | (30,460,066) | |||||
Decrease due to share redemption | $ (317,387,323) | $ (317,387,323) | |||||
Remeasurement of shares subject to redemption | $ 43,770,054 |
Significant Accounting Polic_12
Significant Accounting Policies - Net income (loss) per common share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A common stock | ||||||
Significant Accounting Policies | ||||||
Number of warrants to purchase shares issued | 33,550,000 | 33,550,000 | ||||
Numerator: | ||||||
Allocation of net (loss) income | $ (17,308) | $ 5,903,962 | $ 1,389,063 | $ 12,445,575 | $ 4,040,620 | $ 19,405,027 |
Dilutive effect of contingently issued stock | (47,817) | |||||
Allocation of net income (loss), Diluted | $ 3,992,803 | $ 19,405,027 | ||||
Denominator: | ||||||
Weighted-average shares outstanding, basic | 15,420,618 | 34,500,000 | 24,907,604 | 34,500,000 | 5,876,972 | 34,500,000 |
Weighted average shares outstanding, diluted | 15,420,618 | 34,500,000 | 24,907,604 | 34,500,000 | 5,876,972 | 34,500,000 |
Basic net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.69 | $ 0.56 |
Diluted net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.68 | $ 0.56 |
Class B common stock | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (9,681) | $ 1,475,991 | $ 481,005 | $ 3,111,393 | $ 5,128,985 | $ 4,851,257 |
Dilutive effect of contingently issued stock | 47,817 | |||||
Allocation of net income (loss), Diluted | $ 5,176,802 | $ 4,851,257 | ||||
Denominator: | ||||||
Dilutive effect of contingently issued stock | 159,723 | |||||
Weighted-average shares outstanding, basic | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 7,459,967 | 8,625,000 |
Weighted average shares outstanding, diluted | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 7,619,690 | 8,625,000 |
Basic net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.69 | $ 0.56 |
Diluted net (loss) income per share | $ 0 | $ 0.17 | $ 0.06 | $ 0.36 | $ 0.68 | $ 0.56 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 08, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Initial Public Offering | ||||
Price per share | $ 10 | $ 10.20 | $ 10.20 | |
Deferred underwriting discount | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | |
IPO | ||||
Initial Public Offering | ||||
Number of units issued | 34,500,000 | |||
Price per share | $ 0.20 | $ 10.57 | $ 10.31 | |
Public Warrants expiration term | 5 years | |||
Underwriter cash discount | $ 6,900,000 | |||
Deferred underwriting discount | $ 12,075,000 | |||
IPO | Public Warrants | ||||
Initial Public Offering | ||||
Number of units issued | 1 | |||
Number of warrants in a unit | 0.5 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
Initial Public Offering | ||||
Number of units issued | 4,500,000 | |||
Price per share | $ 10 | |||
Gross proceeds | $ 345,000,000 | |||
Percentage of deferred underwriting discount | 3.50% |
Private Placement (Details)
Private Placement (Details) - USD ($) | 10 Months Ended | |
Nov. 08, 2021 | Dec. 31, 2021 | |
Private Placement | ||
Proceeds from issuance of private placement warrants | $ 9,400,000 | |
Private Placement | Private Placement Warrants | ||
Private Placement | ||
Number of warrants to purchase shares issued | 9,400,000 | |
Price of warrants | $ 1 | |
Proceeds from issuance of private placement warrants | $ 9,400,000 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Nov. 08, 2021 $ / shares shares | Nov. 04, 2021 shares | Mar. 25, 2021 director shares | Mar. 01, 2021 USD ($) $ / shares shares | Jun. 30, 2023 $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 $ / shares shares | |
Related Party Transactions | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Class B common stock | |||||||
Related Party Transactions | |||||||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||||
Founder Shares | Sponsor | |||||||
Related Party Transactions | |||||||
Member of the board of directors | director | 3 | ||||||
Founder Shares | Sponsor | Class B common stock | |||||||
Related Party Transactions | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Number of shares issued | 7,187,500 | ||||||
Number of shares transferred (in shares) | 75,000 | ||||||
Aggregate number of shares owned | 25,000 | 28,750,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | 20% | |||||
Share dividend | 1,437,500 | 1,437,500 | |||||
Common stock, shares outstanding | 8,625,000 | ||||||
Number of units sold | 34,500,000 | 34,500,000 | |||||
Percentage of outstanding shares | 20% | 20% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||
Threshold Trading Days Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 20 days | 20 days | |||||
Threshold Consecutive Trading Days Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
Related Party Transactions - _3
Related Party Transactions - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Nov. 08, 2021 | Nov. 03, 2021 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | May 03, 2022 | |
Related Party Transactions | ||||||||||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||||||
Extension of sponsor loans | $ 10.20 | $ 10.20 | ||||||||
Conversion price | $ 1 | $ 1 | $ 1 | |||||||
Related party transaction terms, description | Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate its initial business combination to be extended for any such three-month period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $3,450,000 (or $0.10 per unit sold in this offering in either case, up to an aggregate of $6,900,000), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest-bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to the Company upon completion of its initial business combination. | |||||||||
Issued and outstanding public shares percentage | 100% | |||||||||
Interest to pay dissolution expenses | $ 100,000 | |||||||||
Interest Expense, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | |||||||||
Administrative service fee | $ 38,000 | $ 240,000 | ||||||||
Proceeds from issuance of promissory note to related party | $ 175,000 | |||||||||
Working Capital Loans | ||||||||||
Related Party Transactions | ||||||||||
Outstanding balance of related party note | 0 | $ 0 | $ 0 | 0 | 0 | |||||
Sponsor | ||||||||||
Related Party Transactions | ||||||||||
Outstanding balance of related party note | 2,727 | 2,727 | 10,024 | |||||||
Promissory Note with Related Party | ||||||||||
Related Party Transactions | ||||||||||
Aggregate amount | $ 350,000 | |||||||||
Outstanding balance of related party note | 0 | 0 | 0 | 0 | 0 | |||||
Maximum borrowing capacity of related party promissory note | $ 200,000 | |||||||||
Proceeds from issuance of promissory note to related party | $ 175,000 | |||||||||
Administrative Service Fee | ||||||||||
Related Party Transactions | ||||||||||
Outstanding balance of related party note | $ 0 | 0 | 0 | $ 0 | 0 | |||||
Expenses per month | $ 20,000 | 20,000 | ||||||||
Administrative service fee | 60,000 | $ 120,000 | 60,000 | $ 120,000 | ||||||
Related Party Loans | ||||||||||
Related Party Transactions | ||||||||||
Outstanding balance of related party note | 4,174 | 4,174 | 10,024 | |||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Related Party Loans | Working Capital Loans | ||||||||||
Related Party Transactions | ||||||||||
Price of warrants | $ 1 | $ 1 | $ 1 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
May 04, 2023 | Nov. 08, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | ||||||
Deferred underwriting discount | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | |||
Contingent fees | 2,516,000 | 1,000 | $ 0 | $ 0 | ||
Accrued fees | $ 2,500,000 | |||||
Stockholders of number of shares who exercised their right to redeem shares | 30,460,066 | 30,460,066 | ||||
Aggregate amount in Trust Account | $ 317,387,323 | |||||
Excise tax liability (in percent) | 1% | |||||
Excise tax payable | $ 3,173,873 | |||||
Cash underwriting discount | $ 6,900,000 | |||||
Capital Markets Advisor Fee | ||||||
Commitments and Contingencies | ||||||
Business combination capital markets advisor fee | $ 2,500,000 | $ 0 | ||||
IPO | ||||||
Commitments and Contingencies | ||||||
Deferred underwriting discount (in percentage) | 3.50% | |||||
Deferred underwriting discount | $ 12,075,000 | |||||
Cash underwriting discount | $ 6,900,000 | |||||
Cash underwriting discount per unit | $ 0.20 |
Stockholders' Deficit - Prefe_2
Stockholders' Deficit - Preferred Stock (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Deficit | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Stockholders' Deficit - Commo_2
Stockholders' Deficit - Common Stock (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 D Vote $ / shares shares | Dec. 31, 2022 D Vote $ / shares shares | Apr. 30, 2023 $ / shares | Dec. 31, 2021 $ / shares shares | |
Stockholders' Deficit | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 4,039,934 | 34,500,000 | ||
Class A common stock | ||||
Stockholders' Deficit | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, votes per share | Vote | 1 | |||
Class A common stock subject to possible redemption | ||||
Stockholders' Deficit | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 4,039,934 | 34,500,000 | 34,500,000 | |
Class A common stock not subject to possible redemption | ||||
Stockholders' Deficit | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, votes per share | Vote | 1 | |||
Common stock, shares issued | 0 | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | 0 | |
Class B common stock | ||||
Stockholders' Deficit | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | 1 | ||
Common stock, shares issued | 8,625,000 | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | |
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||
Stock conversion ratio | 1 | |||
Ratio to be applied to the stock in the conversion | 20% | 20% | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 |
Stockholders' Deficit - Warra_2
Stockholders' Deficit - Warrants (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 $ / shares shares | Dec. 31, 2022 D $ / shares shares | Nov. 08, 2021 $ / shares | |
Warrants | |||
Purchase price, per unit | $ 10.20 | $ 10.20 | $ 10 |
Threshold trading days for redemption of public warrants | 20 years | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
Class A common stock | |||
Warrants | |||
Number of shares issuable per warrant | shares | 1 | 1 | |
Warrants | |||
Warrants | |||
Threshold trading days for redemption of public warrants | 20 days | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
Warrants | Class A common stock | |||
Warrants | |||
Purchase price, per unit | $ 11.50 | $ 11.50 | |
Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | |||
Warrants | |||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |
Stock price trigger for redemption of public warrants | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Redemption period | 30 days | 30 days | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | ||
Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | |||
Warrants | |||
Stock price trigger for redemption of public warrants | $ 10 | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | |
Redemption period | 30 days | 30 days | |
Warrant redemption condition minimum share price | $ 10 | $ 10 | |
Number of trading days on which fair market value of shares is reported | D | 30 | ||
Warrant exercise price adjustment multiple | 0.361 | 0.361 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | |||
Warrant Liability | $ 533,000 | $ 1,812,200 | $ 18,655,000 |
Level 1 | Recurring | Marketable securities and cash held in Trust Account | |||
Liabilities: | |||
Marketable securities and cash held in Trust Account | 42,626,002 | 356,190,233 | |
Level 1 | Recurring | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 345,000 | 1,173,000 | 12,075,000 |
Level 2 | Recurring | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 1,173,000 | ||
Level 3 | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 6,727,500 | ||
Level 3 | Recurring | Private Placement Warrants | |||
Liabilities: | |||
Warrant Liability | 188,000 | 639,200 | 6,580,000 |
Level 3 | Recurring | Sponsor Loans | |||
Liabilities: | |||
Warrant Liability | $ 1,673,000 | $ 1,000,000 | $ 5,490,000 |
Fair Value Measurement - Spon_2
Fair Value Measurement - Sponsor Loan Measurement (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 07, 2021 |
Level 3 | |||||
Fair Value Measurement | |||||
Fair Value | $ 18,655,000 | $ 28,676,645 | |||
Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair Value | $ 1,000,000 | 5,490,000 | |||
Unpaid Principal Balance | 6,900,000 | 6,900,000 | |||
Sponsor Loans | Level 3 | |||||
Fair Value Measurement | |||||
Fair Value | $ 1,673,000 | $ 653,000 | 1,000,000 | $ 5,490,000 | $ 6,900,000 |
Unpaid Principal Balance | $ 6,900,000 | $ 6,900,000 |
Fair Value Measurement - Leve_2
Fair Value Measurement - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jun. 30, 2023 $ / shares Y | Dec. 31, 2022 $ / shares | Dec. 31, 2022 | Dec. 31, 2022 Y | Dec. 31, 2021 |
Common stock price | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 10.40 | 10.19 | 10.19 | 9.90 | |
Common stock price | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 10.40 | 10.19 | 10.19 | 9.90 | |
Common stock price | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0990 | ||||
Risk-free interest rate (Bond) | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0537 | 0.0451 | 0.0033 | ||
Risk-free interest rate (Bond) | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0406 | 0.0395 | 0.0134 | ||
Risk-free interest rate (Bond) | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0134 | ||||
Risk-free forward interest rate (Conversion Option) | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0397 | 0.0391 | 0.0150 | ||
Expected term in years | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.36 | 0.36 | 0.36 | 0.85 | |
Expected term in years | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 5.36 | 5.36 | 5.36 | 5.85 | |
Expected term in years | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 5.85 | ||||
Expected volatility | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0 | 0 | 0.1040 | ||
Expected volatility | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0 | 0 | 0.1040 | ||
Expected volatility | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.1040 | ||||
Credit spread | Sponsor Loans | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.0335 | 0.0533 | 0.0319 | ||
Exercise price | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 11.50 | 11.50 | 11.50 | 11.50 | |
Exercise price | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 11.50 | ||||
Warrant fair value | Private Placement Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.02 | 0.07 | 0.07 | 0.69 | |
Warrant fair value | Public Warrants | |||||
Fair Value Measurement | |||||
Fair value measurement input | 0.69 |
Fair Value Measurement - Chan_2
Fair Value Measurement - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Changes in the fair value of the warrant | |||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | ||||
Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | $ 28,676,645 | $ 18,655,000 | |||
Change in valuation inputs or other assumptions | (10,021,645) | (11,288,300) | |||
Fair Value at the end | 18,655,000 | $ 18,655,000 | |||
Public Warrants | Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 18,390,225 | $ 1,173,000 | 12,075,000 | ||
Change in valuation inputs or other assumptions | 6,315,225 | (10,902,000) | |||
Fair Value at the end | 12,075,000 | 12,075,000 | 1,173,000 | ||
Private Placement Warrants | Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 10,286,420 | $ 1,034,000 | 639,200 | 6,580,000 | |
Change in valuation inputs or other assumptions | 3,706,420 | (846,000) | 394,800 | (5,940,800) | |
Fair Value at the end | 6,580,000 | 188,000 | 1,034,000 | 6,580,000 | 639,200 |
Warrant Liability | Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 28,676,645 | 1,812,200 | 18,655,000 | ||
Change in valuation inputs or other assumptions | 10,021,645 | (16,842,800) | |||
Fair Value at the end | 18,655,000 | 18,655,000 | 1,812,200 | ||
Sponsor Loans | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 1,000,000 | 5,490,000 | |||
Fair Value at the end | 5,490,000 | 5,490,000 | 1,000,000 | ||
Sponsor Loans | Level 3 | |||||
Changes in the fair value of the warrant | |||||
Fair Value at the beginning | 6,900,000 | 653,000 | 1,000,000 | 5,490,000 | |
Change in valuation inputs or other assumptions | 1,410,000 | 1,020,000 | (347,000) | 1,410,000 | (4,490,000) |
Fair Value at the end | $ 5,490,000 | $ 1,673,000 | $ 653,000 | $ 5,490,000 | $ 1,000,000 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset: | ||
Organizational costs/Startup expenses | $ 243,656 | $ 39,442 |
Federal net operating loss | 0 | 31,932 |
Total deferred tax assets | 243,656 | 71,374 |
Valuation allowance | (243,656) | (71,374) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Income tax benef
Income Taxes - Income tax benefit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Federal: | ||||||
Current | $ 0 | $ 995,207 | ||||
Deferred | 71,374 | 172,282 | ||||
State: | ||||||
Current | 0 | 0 | ||||
Deferred | 0 | 0 | ||||
Valuation allowance | (71,374) | (172,282) | ||||
Income tax provision | $ 400,600 | $ 57,969 | $ 1,183,684 | $ 57,969 | $ 0 | $ 995,207 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the federal income tax rate (Details) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Taxes | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
Transaction costs | 2.40% | 0% | ||||
Change in fair value of the warrant liability | (26.20%) | (17.70%) | ||||
Fair value of Private Placement Warrants in excess of purchase price | 2% | 0% | ||||
Change in valuation allowance | 0.80% | 0.70% | ||||
Income tax provision | 0% | 4% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Taxes | ||
U.S. federal net operating loss carryovers | $ 152,055 | $ 0 |
Change in valuation allowance | $ 71,374 | $ 172,282 |