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 | Banyan Acquisition Corp |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001852633 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 358,560 | $ 510,893 |
Prepaid expenses - current | 191,572 | 256,157 |
Total Current Assets | 550,132 | 767,050 |
Noncurrent assets: | ||
Treasury securities held in trust account | 42,190,562 | 250,326,857 |
Prepaid expenses - noncurrent | 12,764 | |
Total Noncurrent Assets | 42,190,562 | 250,339,621 |
Total Assets | 42,740,694 | 251,106,671 |
Current liabilities: | ||
Accrued expenses | 2,547,000 | |
Income tax payable | 255,326 | 783,546 |
Accrued franchise tax expense | 19,178 | 193,490 |
Excise tax liability | 2,100,318 | |
Promissory notes - related parties | 400,000 | |
Accounts payable | 252,767 | 244,891 |
Total Current Liabilities | 5,574,589 | 1,221,927 |
Noncurrent liabilities: | ||
Warrant liability | 5,276,500 | 599,875 |
Deferred underwriter's fee payable | 3,622,500 | 9,660,000 |
Total Noncurrent Liabilities | 8,899,000 | 10,259,875 |
Total Liabilities | 14,473,589 | 11,481,802 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (13,924,182) | (10,702,713) |
Total Stockholders' Deficit | (13,923,457) | (10,701,988) |
Total Liabilities, Redeemable Class A Common Stock and Stockholders' Deficit | 42,740,694 | 251,106,671 |
Class A common stock | ||
Stockholders' Deficit: | ||
Common stock | 200 | |
Class A Common Stock Subject to Possible Redemption | ||
Redeemable Class A Common Stock | ||
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 3,998,687 and 24,150,000 shares issued and outstanding subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively | 42,190,562 | 250,326,857 |
Class B common stock | ||
Stockholders' Deficit: | ||
Common stock | $ 525 | $ 725 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Apr. 21, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (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 | |
Class A common stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 240,000,000 | 240,000,000 | 240,000,000 | |
Common stock, shares issued | 2,000,000 | 5,998,687 | 0 | 0 |
Common stock, shares outstanding | 2,000,000 | 5,998,687 | 0 | 0 |
Class A Common Stock Subject to Possible Redemption | ||||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 240,000,000 | 240,000,000 | 240,000,000 | |
Class A common stock subject to possible redemption, issued (in shares) | 3,998,687 | 24,150,000 | 0 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | 24,150,000 | 0 | |
Class A Common Stock not Subject to Possible Redemption | ||||
Common stock, shares issued | 2,000,000 | 0 | 0 | |
Common stock, shares outstanding | 2,000,000 | 0 | 0 | |
Class B common stock | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,018,750 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | |
Common stock, shares issued | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 |
Common stock, shares outstanding | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED 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 | |
Operating expenses: | ||||||||
Warrant issuance expense | $ 500,307 | $ 500,307 | ||||||
Exchange listing fees | $ 21,249 | $ 20,178 | $ 42,269 | 120,365 | 160,721 | |||
Legal fees | 2,373,475 | 26,945 | 2,513,475 | 121,945 | 215,000 | |||
General, administrative, and other expenses | 813,203 | 207,840 | 1,030,413 | 435,861 | $ 22,252 | 877,640 | ||
Total operating expenses | 3,207,927 | 254,963 | 3,586,157 | 1,178,478 | 22,252 | 1,753,668 | ||
Loss from operations | (3,207,927) | (254,963) | (3,586,157) | (1,178,478) | (22,252) | (1,753,668) | ||
Other income (expenses): | ||||||||
Change in fair value of warrant liability | (4,224,105) | 1,459,707 | (4,676,625) | 11,760,463 | 14,304,338 | |||
Interest income on cash held in bank account | 4,259 | 15,090 | ||||||
Interest income on treasury securities held in Trust Account | 1,173,738 | 392,079 | 3,891,253 | 457,476 | 3,939,359 | |||
Interest income | 3,939,359 | |||||||
Unrealized (loss) gain on treasury securities held in Trust Account | (91,323) | (38,227) | (107,187) | (38,227) | 57,498 | |||
Other income | (3,137,431) | 1,813,559 | (877,469) | 12,179,712 | 18,301,195 | |||
Income (loss) before provision for income taxes | (6,345,358) | 1,558,596 | (4,463,626) | 11,001,234 | (22,252) | 16,547,527 | ||
Provision for income taxes | (236,909) | (108,421) | (799,505) | (108,421) | (783,546) | |||
Net (loss) income | $ (6,582,267) | $ 1,319,136 | $ 1,450,175 | $ 9,442,637 | $ (5,263,131) | $ 10,892,813 | $ (22,252) | $ 15,763,981 |
Class A common stock | ||||||||
Other income (expenses): | ||||||||
Basic weighted average shares outstanding | 8,648,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Diluted weighted average shares outstanding | 8,648,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Basic net (loss) income per share | $ 0.53 | |||||||
Diluted net (loss) income per share | $ 0.53 | |||||||
Redeemable Class A common stock | ||||||||
Other income (expenses): | ||||||||
Net (loss) income | $ (3,581,854) | $ 1,115,519 | $ (3,647,509) | $ 8,106,757 | $ 11,937,823 | |||
Basic weighted average shares outstanding | 8,684,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Diluted weighted average shares outstanding | 8,684,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Basic net (loss) income per share | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 | $ 0.53 | |||
Diluted net (loss) income per share | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 | $ 0.53 | |||
Non-redeemable Class A and Class B common stock | ||||||||
Other income (expenses): | ||||||||
Net (loss) income | $ (3,000,413) | $ 334,656 | $ (1,615,622) | $ 2,786,056 | ||||
Basic weighted average shares outstanding | 7,245,000 | 7,245,000 | 7,245,000 | 7,245,000 | ||||
Diluted weighted average shares outstanding | 7,245,000 | 7,245,000 | 7,245,000 | 7,245,000 | ||||
Basic net (loss) income per share | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 | ||||
Diluted net (loss) income per share | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class A common stock Common Stock | Class A Common Stock Subject to Possible Redemption Common Stock Initial Public Offering | Class A Common Stock Subject to Possible Redemption Common Stock | Class A Common Stock Subject to Possible Redemption | Class B common stock Common Stock | Additional Paid-in Capital Initial Public Offering | Additional Paid-in Capital | Accumulated Deficit Initial Public Offering | Accumulated Deficit | Initial Public Offering | Total |
Beginning balance at Mar. 09, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Mar. 09, 2021 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||
Beginning balance at Mar. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Beginning balance (in shares) at Mar. 09, 2021 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net (loss) income | (22,252) | (22,252) | |||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 725 | 24,275 | (22,252) | 2,748 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | |||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Issuance of Units in IPO | $ 219,353,777 | ||||||||||
Issuance of Units in IPO (in shares) | 24,150,000 | ||||||||||
Remeasurement of Class A common stock to redemption value | $ 26,976,223 | $ 65,397 | |||||||||
Ending balance at Mar. 31, 2022 | $ 246,395,397 | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 24,150,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | $ (4,528,638) | $ (22,447,585) | (65,397) | $ (26,976,223) | (65,397) | ||||||
Deemed capital contribution from issuance of private warrants | 4,504,363 | 4,504,363 | |||||||||
Net (loss) income | 9,442,637 | 9,442,637 | |||||||||
Ending balance at Mar. 31, 2022 | $ 725 | (13,092,597) | (13,091,872) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 7,245,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | $ 246,749,249 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,150,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 725 | 24,275 | (22,252) | 2,748 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net (loss) income | $ 8,106,757 | 10,892,813 | |||||||||
Ending balance at Jun. 30, 2022 | $ 725 | (11,996,274) | (11,995,549) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 7,245,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Issuance of Units in IPO | $ 219,353,777 | ||||||||||
Issuance of Units in IPO (in shares) | 24,150,000 | ||||||||||
Remeasurement of Class A common stock to redemption value | $ 26,976,223 | $ 3,996,857 | |||||||||
Ending balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 725 | 24,275 | (22,252) | 2,748 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | $ (4,528,638) | $ (22,447,585) | (3,996,857) | $ (26,976,223) | (3,996,857) | ||||||
Deemed capital contribution from issuance of private warrants | 4,504,363 | 4,504,363 | |||||||||
Net (loss) income | $ 11,937,823 | 15,763,981 | 15,763,981 | ||||||||
Ending balance at Dec. 31, 2022 | $ 725 | (10,702,713) | (10,701,988) | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||
Beginning balance at Mar. 31, 2022 | $ 246,395,397 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 24,150,000 | ||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | $ 353,852 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 246,749,249 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,150,000 | ||||||||||
Beginning balance at Mar. 31, 2022 | $ 725 | (13,092,597) | (13,091,872) | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | (353,852) | (353,852) | |||||||||
Net (loss) income | 1,115,519 | 1,450,175 | 1,450,175 | ||||||||
Ending balance at Jun. 30, 2022 | $ 725 | (11,996,274) | (11,995,549) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 7,245,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | $ 813,105 | ||||||||||
Ending balance at Mar. 31, 2023 | $ 251,139,962 | $ 251,139,962 | |||||||||
Ending balance (in shares) at Mar. 31, 2023 | 24,150,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 725 | (10,702,713) | (10,701,988) | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | (813,105) | (813,105) | |||||||||
Net (loss) income | 1,319,136 | 1,319,136 | |||||||||
Ending balance at Mar. 31, 2023 | $ 725 | (10,196,682) | (10,195,957) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 7,245,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Redemption of Class A common stock | $ (210,031,815) | ||||||||||
Ending balance at Jun. 30, 2023 | $ 42,190,562 | $ 42,190,562 | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3,998,687 | 3,998,687 | |||||||||
Beginning balance at Dec. 31, 2022 | $ 725 | (10,702,713) | (10,701,988) | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net (loss) income | $ (3,647,509) | (5,263,131) | |||||||||
Ending balance at Jun. 30, 2023 | $ 200 | $ 525 | (13,924,182) | (13,923,457) | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 2,000,000 | 5,245,000 | |||||||||
Beginning balance at Mar. 31, 2023 | $ 251,139,962 | 251,139,962 | |||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 24,150,000 | ||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Redemption of Class A common stock | $ (210,031,815) | (210,031,815) | |||||||||
Redemption of Class A common stock (In shares) | (20,151,313) | ||||||||||
Remeasurement of Class A common stock to redemption value | $ 1,082,415 | ||||||||||
Ending balance at Jun. 30, 2023 | $ 42,190,562 | $ 42,190,562 | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3,998,687 | 3,998,687 | |||||||||
Beginning balance at Mar. 31, 2023 | $ 725 | (10,196,682) | (10,195,957) | ||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Conversion of Class B common stock to Class A common stock | $ 200 | $ (200) | |||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 2,000,000 | (2,000,000) | |||||||||
Excise tax | (2,100,318) | (2,100,318) | |||||||||
Remeasurement of Class A common stock to redemption value | (1,082,415) | (1,082,415) | |||||||||
Sponsor capital contribution for non-redemption agreements | 892,911 | 844,916 | |||||||||
Non-redemption agreements | $ (892,911) | (844,916) | |||||||||
Reduction of Deferred Underwriter Fee Payable | 6,037,500 | 6,037,500 | |||||||||
Net (loss) income | $ (3,581,854) | (6,582,267) | (6,582,267) | ||||||||
Ending balance at Jun. 30, 2023 | $ 200 | $ 525 | $ (13,924,182) | $ (13,923,457) | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 2,000,000 | 5,245,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (5,263,131) | $ 10,892,813 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income on treasury securities held in Trust Account | (3,891,253) | (457,476) |
Unrealized loss on short-term investments held in Trust Account | 107,187 | 38,227 |
Change in fair value of warrant liability | 4,676,625 | (11,760,463) |
Warrant issuance expense | 500,307 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 77,349 | (432,442) |
Accrued expenses | 2,547,000 | (4,703) |
Income tax payable | (528,220) | 108,421 |
Accounts payable | 7,876 | 124,405 |
Accrued offering costs | (364,557) | |
Accrued franchise tax | (174,312) | 87,736 |
Net cash used in operating activities | (2,440,879) | (1,267,732) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (246,330,000) | |
Proceeds from sale of investments | 210,031,815 | |
Withdrawal from Trust Account for taxes | 1,888,546 | |
Net cash provided by (used in) investing activities | 211,920,361 | (246,330,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Units in IPO, net of underwriting fee | 236,670,000 | |
Proceeds from sale of private placement warrants | 11,910,000 | |
Payment of Class A common stock redemptions | (210,031,815) | |
Payment of promissory note - related party | (289,425) | |
Proceeds from promissory note - related party | 400,000 | |
Deferred offering costs | (42,392) | |
Net cash (used in) provided by financing activities | (209,631,815) | 248,248,183 |
Net Change in Cash | (152,333) | 650,451 |
Cash - Beginning | 510,893 | 54,057 |
Cash - Ending | 358,560 | 704,508 |
Non-Cash Investing and Financing Activities: | ||
Initial fair value of Class A common stock subject to possible redemption | 219,353,777 | |
Remeasurement of Class A common stock subject to possible redemption | 1,895,520 | 27,395,472 |
Deferred underwriter fee payable | 9,660,000 | |
Initial measurement of warrant liability | $ 14,904,213 | |
Reduction of Deferred Underwriter's Fee Payable | (6,037,500) | |
Excise tax liability | $ 2,100,318 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through June 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) 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, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”). At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”) and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the trust account established in connection with the Company’s initial public offering. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted. In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of June 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the trust account balance was $42,190,562. The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023. On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding outstanding Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom 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 the 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 IR Act applies only to repurchases that occur after December 31, 2022. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of June 30, 2023 and determined that a contingent liability should be calculated and recorded. As of June 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of June 30, 2023, the Company had $358,560 in operating cash and a working capital deficit of $5,024,457. The Company’s liquidity needs up to June 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) 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, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from January 24, 2022 (or up to 21 months from January 24, 2022 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $510,893 in operating cash and a working capital deficit of $(454,877). Working capital deficit excludes amounts for marketable securities held in the Trust Account and the deferred underwriters fee payable. The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on April 24, 2023 (without extensions), at which point the Company will be subject to mandatory liquidation, which is within twelve months of the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity 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 of Regulation S-X of the Securities and Exchange Commission (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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. 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 periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub as it is a wholly owned subsidiary. Merger Sub does not have activity as of June 30, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $358,560 and $510,893 of operating cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). 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 federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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 expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of June 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued outstanding The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $5,892,377 and a reduction of $210,031,815 related to Class A shareholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,190,562 as of June 30, 2023. Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at June 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 $ 42,190,562 Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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 12 months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,581,854) $ 1,115,519 Denominator: Weighted average Class A common stock subject to possible redemption (3,581,854) 1,115,519 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 8,684,990 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.41) $ 0.05 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (3,000,413) $ 334,656 Denominator: Weighted average non-redeemable Class A and Class B common stock (3,000,413) 334,656 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.41) $ 0.05 For the Six Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,647,509) $ 8,106,757 Denominator: Weighted average Class A common stock subject to possible redemption (3,647,509) 8,106,757 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 16,356,675 21,081,215 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.22) $ 0.38 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (1,615,622) $ 2,786,056 Denominator: Weighted average non-redeemable Class A and Class B common stock (1,615,622) 2,786,056 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.22) $ 0.38 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued 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. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “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 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). 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 federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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 expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. 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. U.S. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857. Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months Ended December 31, 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ (0.00) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020 - - - - - - - Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
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 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) 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 reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Convertible Promissory Notes – Related Parties On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the private placement warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of June 30, 2023 and December 31, 2022, there was $400,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through June 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the Balance Sheets. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, there was $400,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and six months ended June 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) 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 reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,800,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For twelve months ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
STOCKHOLDERS' (DEFICIT) EQUITY | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — Class A common stock — 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At June 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an 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 an 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 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, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — outstanding Class A common stock — outstanding outstanding Class B common stock — With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a 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 a 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 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, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. |
WARRANT LIABILITY
WARRANT LIABILITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
WARRANT LIABILITY | ||
WARRANT LIABILITY | NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 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 remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy 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 public 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 it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of an Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A common stock equals or exceeds $18.00 . ● ● ● ● three If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 . ● ● ● ● three ● third In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 -trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. | NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 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 is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy 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 public 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 it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A common stock equals or exceeds $18.00 . ● ● ● ● three If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 . ● ● ● ● three ● third In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
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 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the initial business combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of June 30, 2023. Placement Agent Agreement On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of Business Combination Agreement On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”) had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space. Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company also announced that it intends to file a Registration Statement on Form S-4 as promptly as reasonably practicable with respect to the Business Combination and that it is currently anticipated that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions. In accordance with the terms and subject to the conditions of the Pinstripes Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 of Pinstripes (the “Pinstripes Common Stock”) (including shares of Pinstripes Common Stock resulting from the conversion of preferred stock of Pinstripes and excluding Dissenting Shares (as defined in the Pinstripes Agreement), treasury shares and Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) determined in accordance with the Pinstripes Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Company Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the closing of the Business Combination (the “Closing”) and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Company Common Stock determined in accordance with the Pinstripes Agreement based on an exchange ratio of 2.5 shares of Company Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to the Closing. Bridge Financing On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination. Sponsor Letter Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the "Amended Sponsor Letter Agreement"), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto. Registration Rights Agreement At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company. Security Holder Support Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the "Security Holder Support Agreement"). The Security Holder Support Agreement is included as Exhibit 10.2 hereto. Lockup Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto. Director Designation Agreement At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto. Non-Redemption Agreements The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferrable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 $0.88 | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements At June 30, 2023, the Company’s warrant liability was valued at $5,276,500. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement 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 remeasurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information as of June 30, 2023, of the Company’s financial assets and liabilities that were 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. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Private Placement Total Level 3 Warrants Warrants Financial Instruments Derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 Change in fair value — 240,000 240,000 Level 3 derivative warrant liabilities at March 31, 2023 — 538,000 538,000 Change in fair value — 2,082,000 2,082,000 Level 3 derivative warrant liabilities at June 30, 2023 $ — $ 2,620,000 $ 2,620,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2023: (Level 1) (Level 2) (Level 3) Assets Treasury securities held in trust account $ 42,190,562 $ — $ — Liabilities Public Warrants $ 2,656,500 $ — $ — Private Placement Warrants $ — $ — $ 2,620,000 The following table presents the changes in the fair value of derivative warrant liabilities for the three and six months ended June 30, 2023: Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 $ 2,656,500 $ 2,620,000 $ 5,276,500 Measurement The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one The key inputs into the Monte Carlo simulation model formula were as follows at June 30, 2023: Class B Input Common Stock Common stock price $ 10.41 Exercise price $ 11.50 Risk-free rate of interest 4.060 % Volatility 0.001 % Term 5.34 Value of one warrant $ 0.220 Dividend yield 0.000 % On March 10, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of June 30, 2023, is based on the price of the Public Warrants at market close. The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Public Private Input Warrants Warrants Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % Non-recurring Fair Value Measurements In April 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares that will be transferred from the Sponsor to the unaffiliated third parties upon the consummation of the Initial Business Combination as an offering cost and a capital contribution by the Sponsor in accordance with SAB Topic 5A. The Company estimated the fair value of the 1,018,750 transferrable shares Class B common stock at $893,000, or $0.88 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of the Initial Business Combination and applying a discount for lack of marketability (“DLOM”). The Company utilized April 12, 2023 as the measurement date which reflects the execution date of the majority of non-redemption agreements. The following are the key inputs into the calculation at the measurement date: Private Input Warrants Common stock price $ 10.41 Estimated probability of the Initial Business Combination 10.00 % Volatility 40.00 % Risk-free rate 4.25 % Time to expiration 1.50 | NOTE 9 — FAIR VALUE MEASUREMENTS At December 31, 2022, the Company’s warrant liability was valued at $599,875. Under the guidance in ASC 815 - The following table presents fair value information as of December 31, 2022, of the Company’s financial assets and liabilities that were 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. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Private Placement Total Level 3 Warrants Warrants Financial Instruments Derivative warrant liabilities at March 10, 2021 (inception) $ — $ — $ — Initial fair value at issuance 7,498,575 7,405,638 14,904,213 Transfer public warrant liability to Level 1 measurement (7,498,575) — (7,498,575) Change in fair value — (7,107,638) (7,107,638) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 250,326,857 $ — $ — Liabilities Public Warrants $ 301,875 $ — $ — Private Placement Warrants $ — $ — $ 298,000 The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022: Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Measurement The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022: December 31, 2022 Public Private Input Warrants Warrants Common stock price $ — $ 10.21 Exercise price $ — $ 11.50 Risk-free rate of interest — % 3.95 % Volatility — % 0.00 % Term — 5.25 Value of one warrant $ 0.03 $ 0.03 Dividend yield — % 0.00 % During the twelve ended December 31, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of December 31, 2022 is based on the price of the Public Warrants at market close. The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Public Private Input Warrants Warrants Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % |
INCOME TAX
INCOME TAX | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
INCOME TAX | ||
INCOME TAX | NOTE 10 — INCOME TAX During the three and six months ended June 30, 2023, the Company recorded an income tax provision of $236,908 The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of June 30, 2023 and December 31, 2022. | NOTE 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — As of December 31, 2022, the Company has no state or federal In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all 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 assets, 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, and for the period from March 10, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $310,806 and $6,343, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows: December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in state taxes, net of federal tax benefit, and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity 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 of Regulation S-X of the Securities and Exchange Commission (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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. 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 periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub as it is a wholly owned subsidiary. Merger Sub does not have activity as of June 30, 2023. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “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 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 that 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 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $358,560 and $510,893 of operating cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. |
Offering Costs | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). |
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 federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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 expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. | Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. |
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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | 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. U.S. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of June 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued outstanding The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $5,892,377 and a reduction of $210,031,815 related to Class A shareholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,190,562 as of June 30, 2023. Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at June 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 $ 42,190,562 | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857. Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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 12 months. | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,581,854) $ 1,115,519 Denominator: Weighted average Class A common stock subject to possible redemption (3,581,854) 1,115,519 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 8,684,990 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.41) $ 0.05 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (3,000,413) $ 334,656 Denominator: Weighted average non-redeemable Class A and Class B common stock (3,000,413) 334,656 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.41) $ 0.05 For the Six Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,647,509) $ 8,106,757 Denominator: Weighted average Class A common stock subject to possible redemption (3,647,509) 8,106,757 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 16,356,675 21,081,215 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.22) $ 0.38 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (1,615,622) $ 2,786,056 Denominator: Weighted average non-redeemable Class A and Class B common stock (1,615,622) 2,786,056 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.22) $ 0.38 | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months Ended December 31, 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ (0.00) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued 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. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020 - - - - - - - Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of Class A common stock subject to possible redemption | Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 $ 42,190,562 | Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 |
Schedule of calculation of basic and diluted net loss per share of common stock | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,581,854) $ 1,115,519 Denominator: Weighted average Class A common stock subject to possible redemption (3,581,854) 1,115,519 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 8,684,990 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.41) $ 0.05 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (3,000,413) $ 334,656 Denominator: Weighted average non-redeemable Class A and Class B common stock (3,000,413) 334,656 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.41) $ 0.05 For the Six Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,647,509) $ 8,106,757 Denominator: Weighted average Class A common stock subject to possible redemption (3,647,509) 8,106,757 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 16,356,675 21,081,215 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.22) $ 0.38 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (1,615,622) $ 2,786,056 Denominator: Weighted average non-redeemable Class A and Class B common stock (1,615,622) 2,786,056 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.22) $ 0.38 | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months Ended December 31, 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ (0.00) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair value, assets and liabilities measured on recurring basis | ||
Schedule of changes in the fair value of derivative warrant liabilities | Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 $ 2,656,500 $ 2,620,000 $ 5,276,500 | Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 |
Schedule of company's assets and liabilities that were accounted for at fair value on a recurring basis | (Level 1) (Level 2) (Level 3) Assets Treasury securities held in trust account $ 42,190,562 $ — $ — Liabilities Public Warrants $ 2,656,500 $ — $ — Private Placement Warrants $ — $ — $ 2,620,000 | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 250,326,857 $ — $ — Liabilities Public Warrants $ 301,875 $ — $ — Private Placement Warrants $ — $ — $ 298,000 |
Schedule of key inputs into the calculation at the measurement on recurring and non-recurring | Class B Input Common Stock Common stock price $ 10.41 Exercise price $ 11.50 Risk-free rate of interest 4.060 % Volatility 0.001 % Term 5.34 Value of one warrant $ 0.220 Dividend yield 0.000 % January 24, 2022 Public Private Input Warrants Warrants Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % Private Input Warrants Common stock price $ 10.41 Estimated probability of the Initial Business Combination 10.00 % Volatility 40.00 % Risk-free rate 4.25 % Time to expiration 1.50 | December 31, 2022 Public Private Input Warrants Warrants Common stock price $ — $ 10.21 Exercise price $ — $ 11.50 Risk-free rate of interest — % 3.95 % Volatility — % 0.00 % Term — 5.25 Value of one warrant $ 0.03 $ 0.03 Dividend yield — % 0.00 % January 24, 2022 Public Private Input Warrants Warrants Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % |
Level 3 | ||
Fair value, assets and liabilities measured on recurring basis | ||
Schedule of changes in the fair value of derivative warrant liabilities | Public Private Placement Total Level 3 Warrants Warrants Financial Instruments Derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 Change in fair value — 240,000 240,000 Level 3 derivative warrant liabilities at March 31, 2023 — 538,000 538,000 Change in fair value — 2,082,000 2,082,000 Level 3 derivative warrant liabilities at June 30, 2023 $ — $ 2,620,000 $ 2,620,000 | Public Private Placement Total Level 3 Warrants Warrants Financial Instruments Derivative warrant liabilities at March 10, 2021 (inception) $ — $ — $ — Initial fair value at issuance 7,498,575 7,405,638 14,904,213 Transfer public warrant liability to Level 1 measurement (7,498,575) — (7,498,575) Change in fair value — (7,107,638) (7,107,638) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 USD ($) $ / shares shares | Apr. 21, 2023 USD ($) $ / shares shares | Jan. 24, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) item $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares shares | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | ||||||
Proceeds from sale of private placement warrants | $ 11,910,000 | $ 11,910,000 | ||||||
Investment maturity period | 180 days | |||||||
Business combination extension option | 8 months | |||||||
Payments from trust account to redeem shares | $ 42,190,562 | |||||||
Excise tax liability | $ 2,100,318 | $ 2,100,318 | ||||||
Percentage of excise tax liability on shares redeemed | 1% | 1% | ||||||
Operating cash | $ 358,560 | $ 358,560 | $ 54,057 | 510,893 | ||||
Working capital (deficit) | $ 5,024,457 | $ 5,024,457 | $ 454,877 | |||||
Aggregate purchase price | [1] | $ 25,000 | ||||||
Months to complete acquisition | 15 months | |||||||
Extension period to complete acquisition | 21 months | |||||||
Class B common stock | ||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Conversion ratio | 1 | |||||||
Aggregate number of non redeemable shares | shares | 1,018,750 | |||||||
Converted common stock | shares | 2,000,000 | |||||||
Common stock, shares issued | shares | 5,245,000 | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | |||
Common stock, shares outstanding | shares | 5,245,000 | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | ||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Number of common shares, shareholders exercised their right to redeem | shares | 20,151,313 | |||||||
Price per public share | $ / shares | $ 10.42 | |||||||
Payments from trust account to redeem shares | $ 210,031,815 | |||||||
Common stock, shares issued | shares | 2,000,000 | 5,998,687 | 2,000,000 | 0 | 0 | |||
Common stock, shares outstanding | shares | 2,000,000 | 5,998,687 | 2,000,000 | 0 | 0 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Trust Account | ||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Purchase price, per unit | $ / shares | $ 10.20 | |||||||
Gross proceeds from initial public offering | $ 246,330,000 | |||||||
Initial Public Offering | ||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Issuance of units in IPO (in shares) | shares | 24,150,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Gross proceeds from initial public offering | $ 241,500,000 | |||||||
Investment maturity period | 180 days | |||||||
Initial Public Offering | Trust Account | ||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Purchase price, per unit | $ / shares | $ 10.20 | |||||||
Gross proceeds from initial public offering | $ 246,330,000 | |||||||
Private Placement | Private Placement Warrants | ||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | |||||||
Proceeds from sale of private placement warrants | $ 11,910,000 | |||||||
Price of warrant | $ / shares | $ 1 | |||||||
Sponsor | Class B common stock | ||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Sponsor | Private Placement | Private Placement Warrants | ||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | |||||||
Proceeds from sale of private placement warrants | $ 11,910,000 | |||||||
Price of warrant | $ / shares | $ 1 | |||||||
[1] Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 21, 2023 USD ($) shares | Jan. 24, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Operating cash | $ 358,560 | $ 358,560 | $ 510,893 | $ 54,057 | |||||
Cash equivalents | 0 | 0 | 0 | $ 0 | |||||
Temporary equity, accretion to redemption value | 1,082,415 | $ 813,105 | $ 353,852 | $ 65,397 | 3,996,857 | ||||
Unrecognized tax benefits | 0 | 0 | 0 | ||||||
Unrecognized tax benefits accrued for penalty | 30,821 | 30,821 | |||||||
Additional Paid-in Capital | |||||||||
Offering costs | $ 14,647,648 | ||||||||
Accumulated Deficit | |||||||||
Offering costs | 500,307 | ||||||||
Temporary equity, accretion to redemption value | 1,082,415 | 813,105 | $ 353,852 | 65,397 | 3,996,857 | ||||
Initial Public Offering | |||||||||
Transaction costs | 15,147,955 | ||||||||
Underwriting fees | 4,830,000 | ||||||||
Deferred underwriting fees | 9,660,000 | ||||||||
Offering costs | 657,955 | ||||||||
Temporary equity, accretion to redemption value | 26,976,223 | 26,976,223 | |||||||
Initial Public Offering | Additional Paid-in Capital | |||||||||
Temporary equity, accretion to redemption value | 4,528,638 | 4,528,638 | |||||||
Initial Public Offering | Accumulated Deficit | |||||||||
Temporary equity, accretion to redemption value | $ 22,447,585 | 22,447,585 | |||||||
Class A Common Stock Subject to Possible Redemption | |||||||||
Value of shares redeemed | $ (210,031,815) | (210,031,815) | (210,031,815) | ||||||
Number of shares redeemed | shares | 20,151,313 | ||||||||
Temporary equity, carrying amount | $ 3,998,687 | $ 42,190,562 | $ 251,139,962 | $ 42,190,562 | $ 250,326,857 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 3,998,687 | 3,998,687 | 24,150,000 | 0 | |||||
Class A common stock subject to possible redemption, issued (in shares) | shares | 3,998,687 | 3,998,687 | 24,150,000 | 0 | |||||
Temporary equity, accretion to redemption value | 26,976,223 | ||||||||
Additional remeasurement | $ 5,892,377 | $ 3,996,857 | |||||||
Class A Common Stock Subject to Possible Redemption | Additional Paid-in Capital | |||||||||
Temporary equity, accretion to redemption value | 4,528,638 | ||||||||
Class A Common Stock Subject to Possible Redemption | Accumulated Deficit | |||||||||
Temporary equity, accretion to redemption value | $ 22,447,585 | ||||||||
Class B common stock | |||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 1,018,750 | ||||||||
Converted common stock | shares | 2,000,000 | ||||||||
Stock split ratio | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common stock subject to possible redemption (Details) - Class A Common Stock Subject to Possible Redemption - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 21, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Gross proceeds from initial public offering | $ 241,500,000 | ||||
Fair value allocated to public warrants | (7,498,575) | ||||
Offering costs allocated to Class A common stock subject to possible redemption | (14,647,648) | ||||
Remeasurement on Class A common stock subject to possible redemption | $ 1,082,415 | $ 813,105 | 30,973,080 | ||
Redemption of Class A common stock | $ (210,031,815) | (210,031,815) | $ (210,031,815) | ||
Beginning balance | 251,139,962 | 250,326,857 | 250,326,857 | ||
Ending balance | $ 3,998,687 | $ 42,190,562 | $ 251,139,962 | $ 42,190,562 | $ 250,326,857 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per share of common stock (Details) - 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 | |
Net (loss) income | $ (6,582,267) | $ 1,319,136 | $ 1,450,175 | $ 9,442,637 | $ (5,263,131) | $ 10,892,813 | $ (22,252) | $ 15,763,981 |
Class A common stock | ||||||||
Basic weighted average shares outstanding | 8,648,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Diluted weighted average shares outstanding | 8,648,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Basic net (loss) income per share | $ 0.53 | |||||||
Diluted net (loss) income per share | $ 0.53 | |||||||
Class A Common Stock Subject to Possible Redemption | ||||||||
Net (loss) income | $ (3,581,854) | $ 1,115,519 | $ (3,647,509) | $ 8,106,757 | $ 11,937,823 | |||
Basic weighted average shares outstanding | 8,684,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Diluted weighted average shares outstanding | 8,684,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Basic net (loss) income per share | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 | $ 0.53 | |||
Diluted net (loss) income per share | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 | $ 0.53 | |||
Non-redeemable Class A and Class B common stock | ||||||||
Net (loss) income | $ (3,000,413) | $ 334,656 | $ (1,615,622) | $ 2,786,056 | ||||
Basic weighted average shares outstanding | 7,245,000 | 7,245,000 | 7,245,000 | 7,245,000 | ||||
Diluted weighted average shares outstanding | 7,245,000 | 7,245,000 | 7,245,000 | 7,245,000 | ||||
Basic net (loss) income per share | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 | ||||
Diluted net (loss) income per share | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Jan. 24, 2022 $ / shares shares |
INITIAL PUBLIC OFFERING | |
Investment maturity period | 180 days |
Trust Account | |
INITIAL PUBLIC OFFERING | |
Purchase price, per unit | $ / shares | $ 10.20 |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | |
Number of units sold | 24,150,000 |
Purchase price, per unit | $ / shares | $ 10 |
Number of warrants in a unit | 0.5 |
Investment maturity period | 180 days |
Initial Public Offering | Trust Account | |
INITIAL PUBLIC OFFERING | |
Purchase price, per unit | $ / shares | $ 10.20 |
Initial Public Offering | Class A common stock | |
INITIAL PUBLIC OFFERING | |
Number of shares in a unit | 1 |
Initial Public Offering | Public Warrants | |
INITIAL PUBLIC OFFERING | |
Number of warrants in a unit | 0.5 |
Initial Public Offering | Public Warrants | Class A common stock | |
INITIAL PUBLIC OFFERING | |
Number of shares issuable per warrant | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jan. 24, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | |||
Aggregate purchase price | $ 11,910,000 | $ 11,910,000 | |
Private Placement | Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants to purchase shares issued | 11,910,000 | ||
Price of warrants | $ 1 | ||
Aggregate purchase price | $ 11,910,000 | ||
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Mar. 31, 2021 USD ($) shares | Jun. 30, 2023 USD ($) D $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) D $ / shares | ||
RELATED PARTY TRANSACTIONS | ||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | ||||||
Class B common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 345,000 | 1,725,000 | 345,000 | |||||
Sponsor | Class B common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||||||
Founder Shares | Sponsor | Class B common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 345,000 | 8,625,000 | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||||
Number of shares forfeited | 1,725,000 | |||||||
Aggregate number of shares owned | 6,900,000 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 23% | 23% | ||||||
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 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 | ||||||
Founder Shares | Sponsor | Class B common stock | Directors, executive officers, special advisor and other third parties | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 142,500 | |||||||
[1] Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6. |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Dec. 31, 2022 | Jun. 01, 2023 | Jan. 24, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Class A common stock | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Promissory Note with Related Party | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Maximum borrowing capacity of related party transaction | $ 300,000 | |||||
Outstanding balance of related party note | $ 289,425 | |||||
Support Services Agreement | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Expenses per month | $ 10,000 | $ 10,000 | ||||
Related Party Loans | Working capital loans warrant | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Maximum borrowing capacity of related party transaction | 1,500,000 | $ 1,800,000 | ||||
Aggregate amount of working capital loans | $ 4,830,000 | |||||
Price of warrant | $ 1 | $ 1 | ||||
Outstanding balance of related party note | $ 400,000 | $ 0 | $ 0 | |||
Convertible Promissory Notes - Related Parties | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Maximum borrowing capacity of related party transaction | $ 2,000,000 | |||||
Maximum amount of loan convertible into warrants | $ 1,500,000 | |||||
Price of warrant | $ 1 | |||||
Outstanding balance of related party note | $ 400,000 | $ 0 | ||||
Convertible Promissory Notes - Related Parties | Class A common stock | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Number of shares issuable per warrant | 1 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' (DEFICIT) EQUITY | |||
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, stock issued | 0 | 0 | 0 |
Preferred stock, stock outstanding | 0 | 0 | 0 |
STOCKHOLDERS' (DEFICIT) EQUIT_2
STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock Shares (Details) | 1 Months Ended | 6 Months Ended | 10 Months Ended | ||||||
Apr. 21, 2023 shares | Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Mar. 31, 2021 USD ($) shares | Jun. 30, 2023 Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | ||
STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||||
Class A common stock | |||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 | 240,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, votes per share | Vote | 1 | 1 | |||||||
Number of shares issued on conversion | 2,000,000 | ||||||||
Common stock, shares issued (in shares) | 5,998,687 | 2,000,000 | 0 | 0 | |||||
Common stock, shares outstanding (in shares) | 5,998,687 | 2,000,000 | 0 | 0 | |||||
Class A Common Stock Subject to Possible Redemption | |||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||
Number of shares redeemed | 20,151,313 | ||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | 0 | 24,150,000 | ||||||
Class B common stock | |||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, votes per share | Vote | 1 | 1 | |||||||
Number of shares converted | 2,000,000 | ||||||||
Conversion ratio | 1 | ||||||||
Common stock, shares issued (in shares) | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | |||||
Common stock, shares outstanding (in shares) | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,018,750 | ||||||||
Ratio to be applied to the stock in the conversion | 23% | ||||||||
Number of shares issued | 345,000 | 1,725,000 | 345,000 | ||||||
Class B common stock | Sponsor | |||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||
Number of shares issued | 345,000 | 8,625,000 | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||
Number of shares forfeited | 1,725,000 | ||||||||
Class B common stock | Directors, executive officers, special advisor and other third parties | Sponsor | |||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||
Number of shares issued | 142,500 | ||||||||
[1] Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6. |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 D $ / shares shares | Dec. 31, 2022 D $ / shares shares | |
WARRANT LIABILITY | ||
Warrants outstanding | shares | 23,985,000 | 23,985,000 |
Warrants exercisable term from the closing of the public offering | 12 months | 12 months |
Warrants exercisable term from the completion of business combination | 30 days | 30 days |
Threshold period for filling registration statement after business combination | 60 days | 60 days |
Threshold period for filling registration statement within number of days of business combination | 60 days | 60 days |
Threshold trading days for calculating volume weighted average trading price | 20 days | 20 days |
Threshold issue price for capital raising purposes in connection with closing of business combination | $ 9.20 | $ 9.20 |
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% |
Percentage of adjustment of redemption price of stock based on market value | 180% | 180% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Percentage of gross proceeds on total equity proceeds | 60% | 60% |
Public Warrants | ||
WARRANT LIABILITY | ||
Warrants outstanding | shares | 12,075,000 | 12,075,000 |
Warrants exercisable term from the closing of the public offering | 20 days | 20 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
WARRANT LIABILITY | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 | ||
WARRANT LIABILITY | ||
Price per shares of common stock | $ 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 |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days |
Stock price trigger for redemption of public warrants | $ 18 | $ 18 |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 | ||
WARRANT LIABILITY | ||
Price per shares of common stock | 10 | 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 | 30 |
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days |
Stock price trigger for redemption of public warrants | $ 10 | $ 10 |
Public Warrants | Redemption Of Warrant Price Per Share Less Than 18.00 | ||
WARRANT LIABILITY | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Private Warrants | Redemption Of Warrant Price Per Share Less Than 18.00 | ||
WARRANT LIABILITY | ||
Redemption price per public warrant (in dollars per share) | $ 18 | $ 18 |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days |
Private Warrants | Private Placement Warrants | ||
WARRANT LIABILITY | ||
Warrants outstanding | shares | 11,910,000 | 11,910,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 23, 2023 USD ($) $ / shares | Jun. 19, 2023 USD ($) | Jan. 24, 2022 shares | Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Jun. 30, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares | Jun. 22, 2023 USD ($) | Dec. 31, 2021 USD ($) $ / shares | |
COMMITMENTS AND CONTINGENCIES | ||||||||||
Maximum number of demands for registration of securities | item | 3 | 3 | ||||||||
Underwriting cash discount per unit | $ / shares | $ 0.20 | $ 0.20 | ||||||||
Aggregate underwriter cash discount | $ 4,830,000 | $ 4,830,000 | ||||||||
Deferred fee per unit | $ / shares | $ 0.40 | $ 0.40 | ||||||||
Aggregate deferred underwriting fee payable | $ 9,660,000 | $ 9,660,000 | ||||||||
Total compensation from deferred underwriting commission plus the capital markets advisory fee | $ 3,622,500 | $ 3,622,500 | ||||||||
Accrued offering costs | $ 364,557 | |||||||||
Placement Agent Agreement | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Placement fee as a percent of total transaction consideration | 5% | |||||||||
Placement agent fees accrued | $ 0 | |||||||||
Placement Agent Agreement | William Blair | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Success Fee | $ 4,000,000 | |||||||||
Business Combination Agreement | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Business Combination Agreement | Pinstripes | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Common stock, par value | $ / shares | $ 0.01 | |||||||||
Pre-money equity value | $ 429,000,000 | |||||||||
Price per shares of common stock | $ / shares | $ 10 | |||||||||
Exchange ratio of shares | 2.5 | |||||||||
Class A common stock | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Class A common stock | Non-Redemption Agreements | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Non-redemption of shares | shares | 4,075,000 | |||||||||
Class B common stock | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Amount of financing | shares | 345,000 | 1,725,000 | 345,000 | |||||||
Class B common stock | Non-Redemption Agreements | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Price per shares of common stock | $ / shares | $ 0 | |||||||||
Accrued offering costs | $ 892,911 | |||||||||
Number of shares agreed to be transferred by sponsor | shares | 1,018,750 | |||||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ 0 | |||||||||
Series I Convertible Preferred Stock | Securities purchase agreement | Pinstripes | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Amount of bridge financing to be provided | 18,000,000 | |||||||||
Amount of additional bridge financing to be provided. | $ 3,266,200 | |||||||||
Maximum | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Aggregate deferred underwriting fee payable | $ 9,660,000 | |||||||||
Minimum | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Aggregate deferred underwriting fee payable | $ 3,622,500 | |||||||||
Over-allotment option | ||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
Underwriters option period | 45 days | |||||||||
Number of units sold | shares | 3,150,000 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | $ 599,875 | $ 599,875 | |
Initial fair value at issuance | $ 14,904,213 | ||
Change in fair value of warrant liabilities | $ (14,304,338) | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Warrant Liability | ||
Derivative warrant liabilities, Ending balance | $ 599,875 | ||
Warrant liability | 5,276,500 | 599,875 | |
Public Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 301,875 | 301,875 | |
Initial fair value at issuance | 7,498,575 | ||
Change in fair value of warrant liabilities | (7,196,700) | ||
Derivative warrant liabilities, Ending balance | 301,875 | ||
Private Placement Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 298,000 | 298,000 | |
Initial fair value at issuance | 7,405,638 | ||
Change in fair value of warrant liabilities | (7,107,638) | ||
Derivative warrant liabilities, Ending balance | 298,000 | ||
Level 3 | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 298,000 | 298,000 | |
Initial fair value at issuance | 14,904,213 | ||
Transfer public warrant liability to Level 1 measurement | (7,498,575) | ||
Change in fair value of warrant liabilities | (7,107,638) | ||
Derivative warrant liabilities, Ending balance | 298,000 | ||
Level 3 | Public Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Initial fair value at issuance | 7,498,575 | ||
Transfer public warrant liability to Level 1 measurement | (7,498,575) | ||
Level 3 | Private Placement Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 298,000 | 298,000 | |
Initial fair value at issuance | 7,405,638 | ||
Change in fair value of warrant liabilities | (7,107,638) | ||
Derivative warrant liabilities, Ending balance | 298,000 | ||
Recurring | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 599,875 | 599,875 | |
Change in fair value of warrant liabilities | 452,520 | 4,224,105 | |
Derivative warrant liabilities, Ending balance | 1,052,395 | 5,276,500 | 599,875 |
Warrant liability | 5,276,500 | ||
Recurring | Public Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 301,875 | 301,875 | |
Change in fair value of warrant liabilities | 212,520 | 2,142,105 | |
Derivative warrant liabilities, Ending balance | 514,395 | 2,656,500 | 301,875 |
Recurring | Private Placement Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 298,000 | 298,000 | |
Change in fair value of warrant liabilities | 240,000 | 2,082,000 | |
Derivative warrant liabilities, Ending balance | 538,000 | 2,620,000 | 298,000 |
Recurring | Level 3 | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 298,000 | 298,000 | |
Change in fair value of warrant liabilities | 240,000 | 2,082,000 | |
Derivative warrant liabilities, Ending balance | 538,000 | 2,620,000 | 298,000 |
Recurring | Level 3 | Private Placement Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | |||
Derivative warrant liabilities, Beginning balance | 298,000 | 298,000 | |
Change in fair value of warrant liabilities | 240,000 | 2,082,000 | |
Derivative warrant liabilities, Ending balance | $ 538,000 | $ 2,620,000 | $ 298,000 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Accounted at Fair value on Recurring Basis (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Treasury securities held in trust account | $ 42,190,562 | $ 250,326,857 |
Level 1 | Recurring | ||
Assets: | ||
Treasury securities held in trust account | 42,190,562 | 250,326,857 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warranty liability | 2,656,500 | 301,875 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warranty liability | $ 2,620,000 | $ 298,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurement Inputs Recurring (Details) | Jan. 24, 2022 $ / shares shares | Jun. 30, 2023 Y $ / shares | Dec. 31, 2022 item $ / shares Y | Jan. 24, 2022 | Jan. 24, 2022 Y | Jan. 24, 2022 item |
Initial Public Offering | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Number of warrants in a unit | shares | 0.5 | |||||
Initial Public Offering | Class A common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Number of shares in a unit | shares | 1 | |||||
Public Warrants | Initial Public Offering | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Number of warrants in a unit | shares | 0.5 | |||||
Common stock price | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 10.41 | |||||
Common stock price | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 9.69 | |||||
Common stock price | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 9.69 | 10.21 | ||||
Exercise price | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 11.50 | |||||
Exercise price | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 11.50 | |||||
Exercise price | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 11.50 | 11.50 | ||||
Risk-free rate of interest | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.04060 | |||||
Risk-free rate of interest | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.0161 | 0.0161 | ||||
Risk-free rate of interest | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.0395 | 0.0161 | 0.0161 | |||
Volatility | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.00001 | |||||
Volatility | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.1085 | 0.1085 | ||||
Volatility | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0 | 0.1086 | 0.1086 | |||
Term | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | Y | 5.34 | |||||
Term | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | Y | 6 | |||||
Term | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | Y | 5.25 | 6 | ||||
Value of one warrant | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.220 | |||||
Value of one warrant | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.62 | 0.03 | ||||
Value of one warrant | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.62 | 0.03 | ||||
Dividend yield | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0 | |||||
Dividend yield | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0 | 0 | ||||
Dividend yield | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0 | 0 | 0 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair Value Measurement Inputs Non-recurring (Details) | Jun. 30, 2023 USD ($) $ / shares Y shares | Apr. 30, 2023 USD ($) $ / shares shares | Apr. 12, 2023 $ / shares Y | Dec. 31, 2022 item Y $ / shares | Jan. 24, 2022 $ / shares | Jan. 24, 2022 | Jan. 24, 2022 Y | Jan. 24, 2022 item |
Class B common stock | Non-Redemption Agreements | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Number of shares agreed to be transferred | shares | 1,018,750 | |||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ | $ 0 | |||||||
Price per shares of common stock | $ 0 | |||||||
Common stock price | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.41 | |||||||
Common stock price | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.21 | 9.69 | ||||||
Volatility | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.00001 | |||||||
Volatility | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0 | 0.1086 | 0.1086 | |||||
Risk-free rate of interest | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.04060 | |||||||
Risk-free rate of interest | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0395 | 0.0161 | 0.0161 | |||||
Term | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 5.34 | |||||||
Term | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 5.25 | 6 | ||||||
Nonrecurring | Class B common stock | Non-Redemption Agreements | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Number of shares agreed to be transferred | shares | 1,018,750 | |||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ | $ 893,000 | |||||||
Price per shares of common stock | $ 0.88 | |||||||
Nonrecurring | Common stock price | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.41 | |||||||
Nonrecurring | Estimated probability of the Initial Business Combination | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.1000 | |||||||
Nonrecurring | Volatility | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.4000 | |||||||
Nonrecurring | Risk-free rate of interest | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0425 | |||||||
Nonrecurring | Term | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 1.50 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAX | ||||||
Income tax provision | $ 236,909 | $ 108,421 | $ 799,505 | $ 108,421 | $ 783,546 | |
Effective tax rate (in percent) | 5.06% | 6.96% | 28.54% | 0.99% | 4.74% | 0% |
Statutory U.S. federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 358,560 | $ 510,893 | $ 54,057 |
Prepaid expenses - current | 191,572 | 256,157 | |
Total Current Assets | 550,132 | 767,050 | 54,057 |
Noncurrent assets: | |||
Treasury securities held in trust account | 42,190,562 | 250,326,857 | |
Prepaid expenses - noncurrent | 12,764 | ||
Deferred offering costs associated with the initial public offering | 615,563 | ||
Total Noncurrent Assets | 42,190,562 | 250,339,621 | 615,563 |
Total Assets | 42,740,694 | 251,106,671 | 669,620 |
Current liabilities: | |||
Accrued expenses | 2,547,000 | 4,703 | |
Income tax payable | 783,546 | ||
Accrued franchise tax expense | 19,178 | 193,490 | 8,187 |
Accounts payable | 252,767 | 244,891 | |
Accrued offering costs | 364,557 | ||
Promissory note - related party | 400,000 | 289,425 | |
Total Current Liabilities | 5,574,589 | 1,221,927 | 666,872 |
Noncurrent liabilities: | |||
Warrant liability | 5,276,500 | 599,875 | |
Deferred underwriter's fee payable | 3,622,500 | 9,660,000 | |
Total Noncurrent Liabilities | 8,899,000 | 10,259,875 | |
Total Liabilities | 14,473,589 | 11,481,802 | 666,872 |
Commitments and Contingencies | |||
Stockholders' Deficit: | |||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 24,275 | ||
Accumulated deficit | (13,924,182) | (10,702,713) | (22,252) |
Total Stockholders' Deficit | (13,923,457) | (10,701,988) | 2,748 |
Total Liabilities, Redeemable Class A Common Stock and Stockholders' Deficit | 42,740,694 | 251,106,671 | 669,620 |
Class A common stock | |||
Stockholders' Deficit: | |||
Common stock | 200 | ||
Class A Common Stock Subject to Possible Redemption | |||
Redeemable Class A Common Stock | |||
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 3,998,687 and 24,150,000 shares issued and outstanding subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively | 42,190,562 | 250,326,857 | |
Class B common stock | |||
Stockholders' Deficit: | |||
Common stock | $ 525 | $ 725 | $ 725 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Apr. 21, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (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 | |
Class A common stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 240,000,000 | 240,000,000 | 240,000,000 | |
Common stock, shares issued | 2,000,000 | 5,998,687 | 0 | 0 |
Common stock, shares outstanding | 2,000,000 | 5,998,687 | 0 | 0 |
Class A Common Stock Subject to Possible Redemption | ||||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 240,000,000 | 240,000,000 | 240,000,000 | |
Class A common stock subject to possible redemption, issued (in shares) | 3,998,687 | 24,150,000 | 0 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | 24,150,000 | 0 | |
Class A common stock not subject to possible redemption | ||||
Common stock, shares issued | 2,000,000 | 0 | 0 | |
Common stock, shares outstanding | 2,000,000 | 0 | 0 | |
Class B common stock | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,018,750 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | |
Common stock, shares issued | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 |
Common stock, shares outstanding | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 |
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 | ||
Operating expenses: | |||||||||
Warrant issuance expense | $ 500,307 | $ 500,307 | |||||||
Exchange listing fees | $ 21,249 | $ 20,178 | $ 42,269 | 120,365 | 160,721 | ||||
Legal fees | 2,373,475 | 26,945 | 2,513,475 | 121,945 | 215,000 | ||||
General, administrative, and other expenses | 813,203 | 207,840 | 1,030,413 | 435,861 | $ 22,252 | 877,640 | |||
Total operating expenses | 3,207,927 | 254,963 | 3,586,157 | 1,178,478 | 22,252 | 1,753,668 | |||
Loss from operations | (3,207,927) | (254,963) | (3,586,157) | (1,178,478) | (22,252) | (1,753,668) | |||
Other income (expenses): | |||||||||
Change in fair value of warrant liability | (4,224,105) | 1,459,707 | (4,676,625) | 11,760,463 | 14,304,338 | ||||
Interest income on cash held in bank account | 4,259 | 15,090 | |||||||
Interest income on treasury securities held in Trust Account | 1,173,738 | 392,079 | 3,891,253 | 457,476 | 3,939,359 | ||||
Interest income | 3,939,359 | ||||||||
Unrealized (loss) gain on treasury securities held in Trust Account | (91,323) | (38,227) | (107,187) | (38,227) | 57,498 | ||||
Other income | (3,137,431) | 1,813,559 | (877,469) | 12,179,712 | 18,301,195 | ||||
Income (loss) before provision for income taxes | (6,345,358) | 1,558,596 | (4,463,626) | 11,001,234 | (22,252) | 16,547,527 | |||
Provision for income taxes | (236,909) | (108,421) | (799,505) | (108,421) | (783,546) | ||||
Net (loss) income | $ (6,582,267) | $ 1,319,136 | $ 1,450,175 | $ 9,442,637 | $ (5,263,131) | $ 10,892,813 | $ (22,252) | $ 15,763,981 | |
Class A common stock | |||||||||
Other income (expenses): | |||||||||
Basic and diluted weighted average shares outstanding, Class A common stock | 8,648,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | ||||
Basic and diluted net income per share, Class A common stock | $ 0.53 | ||||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 8,648,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | ||||
Basic and diluted net income per share, Class B common stock | $ 0.53 | ||||||||
Class B common stock | |||||||||
Other income (expenses): | |||||||||
Basic and diluted weighted average shares outstanding, Class A common stock | [1] | 6,300,000 | 7,245,000 | ||||||
Basic and diluted net income per share, Class A common stock | $ 0 | $ 0.53 | |||||||
Basic and diluted weighted average shares outstanding, Class B common stock | [1] | 6,300,000 | 7,245,000 | ||||||
Basic and diluted net income per share, Class B common stock | $ 0 | $ 0.53 | |||||||
[1] Excludes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter for the period from March 10, 2021 (inception) through December 31, 2021. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6. |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - Class B common stock - shares | Jan. 19, 2022 | Nov. 30, 2021 | Jan. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Number of shares issued | 345,000 | 1,725,000 | 345,000 | ||
Over-allotment option | |||||
Shares subject to forfeiture | 1,125,000 | 1,125,000 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Class A Common Stock Subject to Possible Redemption Common Stock Initial Public Offering | Class A Common Stock Subject to Possible Redemption Common Stock | Class A Common Stock Subject to Possible Redemption | Class B common stock Common Stock | Additional Paid-in Capital Initial Public Offering | Additional Paid-in Capital | Accumulated Deficit Initial Public Offering | Accumulated Deficit | Initial Public Offering | Total | |
Beginning balance at Mar. 09, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Mar. 09, 2021 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||
Beginning balance at Mar. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Beginning balance (in shares) at Mar. 09, 2021 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of Class B common stock to Sponsor | [1] | $ 725 | 24,275 | 25,000 | |||||||
Amount of financing | [1] | 7,245,000 | |||||||||
Net (loss) income | (22,252) | (22,252) | |||||||||
Ending balance at Dec. 31, 2021 | $ 725 | 24,275 | (22,252) | 2,748 | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 7,245,000 | ||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Issuance of Units in IPO | $ 219,353,777 | ||||||||||
Issuance of Units in IPO (in shares) | 24,150,000 | ||||||||||
Remeasurement of Class A common stock to redemption value | $ 26,976,223 | $ 65,397 | |||||||||
Ending balance at Mar. 31, 2022 | $ 246,395,397 | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 24,150,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Deemed capital contribution from issuance of private warrants | 4,504,363 | 4,504,363 | |||||||||
Remeasurement of Class A common stock to redemption value at IPO | $ (4,528,638) | $ (22,447,585) | (65,397) | $ (26,976,223) | (65,397) | ||||||
Net (loss) income | 9,442,637 | 9,442,637 | |||||||||
Ending balance at Mar. 31, 2022 | $ 725 | (13,092,597) | (13,091,872) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 7,245,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | $ 246,749,249 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,150,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 725 | 24,275 | (22,252) | 2,748 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net (loss) income | $ 8,106,757 | 10,892,813 | |||||||||
Ending balance at Jun. 30, 2022 | $ 725 | (11,996,274) | (11,995,549) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 7,245,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Issuance of Units in IPO | $ 219,353,777 | ||||||||||
Issuance of Units in IPO (in shares) | 24,150,000 | ||||||||||
Remeasurement of Class A common stock to redemption value | $ 26,976,223 | $ 3,996,857 | |||||||||
Ending balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 725 | 24,275 | (22,252) | 2,748 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Deemed capital contribution from issuance of private warrants | $ 4,504,363 | 4,504,363 | |||||||||
Remeasurement of Class A common stock to redemption value at IPO | $ (4,528,638) | $ (22,447,585) | (3,996,857) | $ (26,976,223) | (3,996,857) | ||||||
Net (loss) income | $ 11,937,823 | 15,763,981 | 15,763,981 | ||||||||
Ending balance at Dec. 31, 2022 | $ 725 | (10,702,713) | (10,701,988) | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||
Beginning balance at Mar. 31, 2022 | $ 246,395,397 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 24,150,000 | ||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | $ 353,852 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 246,749,249 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,150,000 | ||||||||||
Beginning balance at Mar. 31, 2022 | $ 725 | (13,092,597) | (13,091,872) | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Remeasurement of Class A common stock to redemption value at IPO | (353,852) | (353,852) | |||||||||
Net (loss) income | 1,115,519 | 1,450,175 | 1,450,175 | ||||||||
Ending balance at Jun. 30, 2022 | $ 725 | (11,996,274) | (11,995,549) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 7,245,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | $ 813,105 | ||||||||||
Ending balance at Mar. 31, 2023 | $ 251,139,962 | $ 251,139,962 | |||||||||
Ending balance (in shares) at Mar. 31, 2023 | 24,150,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 725 | (10,702,713) | (10,701,988) | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Remeasurement of Class A common stock to redemption value at IPO | (813,105) | (813,105) | |||||||||
Net (loss) income | 1,319,136 | 1,319,136 | |||||||||
Ending balance at Mar. 31, 2023 | $ 725 | (10,196,682) | (10,195,957) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 7,245,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||
Ending balance at Jun. 30, 2023 | $ 42,190,562 | $ 42,190,562 | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3,998,687 | 3,998,687 | |||||||||
Beginning balance at Dec. 31, 2022 | $ 725 | (10,702,713) | (10,701,988) | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net (loss) income | $ (3,647,509) | (5,263,131) | |||||||||
Ending balance at Jun. 30, 2023 | $ 525 | (13,924,182) | (13,923,457) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 5,245,000 | ||||||||||
Beginning balance at Mar. 31, 2023 | $ 251,139,962 | 251,139,962 | |||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 24,150,000 | ||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Remeasurement of Class A common stock to redemption value | $ 1,082,415 | ||||||||||
Ending balance at Jun. 30, 2023 | $ 42,190,562 | $ 42,190,562 | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3,998,687 | 3,998,687 | |||||||||
Beginning balance at Mar. 31, 2023 | $ 725 | (10,196,682) | (10,195,957) | ||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 7,245,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Remeasurement of Class A common stock to redemption value at IPO | (1,082,415) | (1,082,415) | |||||||||
Net (loss) income | $ (3,581,854) | (6,582,267) | (6,582,267) | ||||||||
Ending balance at Jun. 30, 2023 | $ 525 | $ (13,924,182) | $ (13,923,457) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 5,245,000 | ||||||||||
[1] Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6. |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - Common Class B [Member] - shares | Jan. 19, 2022 | Nov. 30, 2021 | Jan. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Number of shares issued | 345,000 | 1,725,000 | 345,000 | ||
Over-Allotment Option [Member] | |||||
Shares subject to forfeiture | 1,125,000 | 1,125,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (22,252) | $ 15,763,981 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income on treasury securities held in Trust Account | (3,939,359) | |
Unrealized loss (gain) on short term -investments held in Trust Account | (57,498) | |
Change in fair value of warrant liability | (14,304,338) | |
Warrant issuance expense | 500,307 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (268,921) | |
Accrued expenses | 4,703 | (4,703) |
Income tax payable | 783,546 | |
Accounts payable | 8,187 | 244,891 |
Accrued offering costs | 364,557 | (364,556) |
Accrued franchise tax | 8,187 | 185,303 |
Net cash used in operating activities | 355,195 | (1,461,347) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (246,330,000) | |
Net cash provided by (used in) investing activities | (246,330,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Units in IPO, net of underwriting fee | 236,670,000 | |
Proceeds from sale of private placement warrants | 11,910,000 | |
Payment of promissory note - related party | 289,425 | (289,425) |
Deferred offering costs | (615,563) | (42,392) |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Net cash (used in) provided by financing activities | (301,138) | 248,248,183 |
Net Change in Cash | 54,057 | 456,836 |
Cash - Beginning | 0 | 54,057 |
Cash - Ending | 54,057 | 510,893 |
Non-Cash Investing and Financing Activities: | ||
Initial fair value of Class A common stock subject to possible redemption | 219,353,777 | |
Remeasurement of Class A common stock subject to possible redemption | 30,973,080 | |
Deferred underwriter fee payable | 9,660,000 | |
Initial measurement of warrant liability | $ 14,904,213 | |
Deferred offering costs included in accrued offering costs | 364,557 | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock | $ 25,000 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through June 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) 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, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”). At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”) and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the trust account established in connection with the Company’s initial public offering. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted. In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of June 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the trust account balance was $42,190,562. The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023. On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding outstanding Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom 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 the 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 IR Act applies only to repurchases that occur after December 31, 2022. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of June 30, 2023 and determined that a contingent liability should be calculated and recorded. As of June 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of June 30, 2023, the Company had $358,560 in operating cash and a working capital deficit of $5,024,457. The Company’s liquidity needs up to June 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) 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, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from January 24, 2022 (or up to 21 months from January 24, 2022 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $510,893 in operating cash and a working capital deficit of $(454,877). Working capital deficit excludes amounts for marketable securities held in the Trust Account and the deferred underwriters fee payable. The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on April 24, 2023 (without extensions), at which point the Company will be subject to mandatory liquidation, which is within twelve months of the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity 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 of Regulation S-X of the Securities and Exchange Commission (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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. 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 periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub as it is a wholly owned subsidiary. Merger Sub does not have activity as of June 30, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $358,560 and $510,893 of operating cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). 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 federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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 expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of June 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued outstanding The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $5,892,377 and a reduction of $210,031,815 related to Class A shareholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,190,562 as of June 30, 2023. Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at June 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 $ 42,190,562 Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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 12 months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,581,854) $ 1,115,519 Denominator: Weighted average Class A common stock subject to possible redemption (3,581,854) 1,115,519 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 8,684,990 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.41) $ 0.05 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (3,000,413) $ 334,656 Denominator: Weighted average non-redeemable Class A and Class B common stock (3,000,413) 334,656 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.41) $ 0.05 For the Six Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,647,509) $ 8,106,757 Denominator: Weighted average Class A common stock subject to possible redemption (3,647,509) 8,106,757 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 16,356,675 21,081,215 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.22) $ 0.38 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (1,615,622) $ 2,786,056 Denominator: Weighted average non-redeemable Class A and Class B common stock (1,615,622) 2,786,056 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.22) $ 0.38 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued 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. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “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 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). 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 federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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 expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. 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. U.S. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857. Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months Ended December 31, 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ (0.00) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020 - - - - - - - Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
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 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) 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 reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Convertible Promissory Notes – Related Parties On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the private placement warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of June 30, 2023 and December 31, 2022, there was $400,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through June 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the Balance Sheets. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, there was $400,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and six months ended June 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) 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 reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,800,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For twelve months ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. |
STOCKHOLDERS' (DEFICIT) EQUIT_3
STOCKHOLDERS' (DEFICIT) EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
STOCKHOLDERS' (DEFICIT) EQUITY | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — Class A common stock — 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At June 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an 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 an 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 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, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — outstanding Class A common stock — outstanding outstanding Class B common stock — With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a 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 a 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 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, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. |
WARRANT LIABILITY_2
WARRANT LIABILITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
WARRANT LIABILITY | ||
WARRANT LIABILITY | NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 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 remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy 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 public 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 it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of an Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A common stock equals or exceeds $18.00 . ● ● ● ● three If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 . ● ● ● ● three ● third In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 -trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. | NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 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 is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy 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 public 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 it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A common stock equals or exceeds $18.00 . ● ● ● ● three If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 . ● ● ● ● three ● third In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
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 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the initial business combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of June 30, 2023. Placement Agent Agreement On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of Business Combination Agreement On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”) had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space. Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company also announced that it intends to file a Registration Statement on Form S-4 as promptly as reasonably practicable with respect to the Business Combination and that it is currently anticipated that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions. In accordance with the terms and subject to the conditions of the Pinstripes Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 of Pinstripes (the “Pinstripes Common Stock”) (including shares of Pinstripes Common Stock resulting from the conversion of preferred stock of Pinstripes and excluding Dissenting Shares (as defined in the Pinstripes Agreement), treasury shares and Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) determined in accordance with the Pinstripes Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Company Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the closing of the Business Combination (the “Closing”) and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Company Common Stock determined in accordance with the Pinstripes Agreement based on an exchange ratio of 2.5 shares of Company Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to the Closing. Bridge Financing On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination. Sponsor Letter Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the "Amended Sponsor Letter Agreement"), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto. Registration Rights Agreement At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company. Security Holder Support Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the "Security Holder Support Agreement"). The Security Holder Support Agreement is included as Exhibit 10.2 hereto. Lockup Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto. Director Designation Agreement At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto. Non-Redemption Agreements The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferrable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 $0.88 | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements At June 30, 2023, the Company’s warrant liability was valued at $5,276,500. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement 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 remeasurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information as of June 30, 2023, of the Company’s financial assets and liabilities that were 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. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Private Placement Total Level 3 Warrants Warrants Financial Instruments Derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 Change in fair value — 240,000 240,000 Level 3 derivative warrant liabilities at March 31, 2023 — 538,000 538,000 Change in fair value — 2,082,000 2,082,000 Level 3 derivative warrant liabilities at June 30, 2023 $ — $ 2,620,000 $ 2,620,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2023: (Level 1) (Level 2) (Level 3) Assets Treasury securities held in trust account $ 42,190,562 $ — $ — Liabilities Public Warrants $ 2,656,500 $ — $ — Private Placement Warrants $ — $ — $ 2,620,000 The following table presents the changes in the fair value of derivative warrant liabilities for the three and six months ended June 30, 2023: Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 $ 2,656,500 $ 2,620,000 $ 5,276,500 Measurement The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one The key inputs into the Monte Carlo simulation model formula were as follows at June 30, 2023: Class B Input Common Stock Common stock price $ 10.41 Exercise price $ 11.50 Risk-free rate of interest 4.060 % Volatility 0.001 % Term 5.34 Value of one warrant $ 0.220 Dividend yield 0.000 % On March 10, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of June 30, 2023, is based on the price of the Public Warrants at market close. The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Public Private Input Warrants Warrants Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % Non-recurring Fair Value Measurements In April 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares that will be transferred from the Sponsor to the unaffiliated third parties upon the consummation of the Initial Business Combination as an offering cost and a capital contribution by the Sponsor in accordance with SAB Topic 5A. The Company estimated the fair value of the 1,018,750 transferrable shares Class B common stock at $893,000, or $0.88 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of the Initial Business Combination and applying a discount for lack of marketability (“DLOM”). The Company utilized April 12, 2023 as the measurement date which reflects the execution date of the majority of non-redemption agreements. The following are the key inputs into the calculation at the measurement date: Private Input Warrants Common stock price $ 10.41 Estimated probability of the Initial Business Combination 10.00 % Volatility 40.00 % Risk-free rate 4.25 % Time to expiration 1.50 | NOTE 9 — FAIR VALUE MEASUREMENTS At December 31, 2022, the Company’s warrant liability was valued at $599,875. Under the guidance in ASC 815 - The following table presents fair value information as of December 31, 2022, of the Company’s financial assets and liabilities that were 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. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Private Placement Total Level 3 Warrants Warrants Financial Instruments Derivative warrant liabilities at March 10, 2021 (inception) $ — $ — $ — Initial fair value at issuance 7,498,575 7,405,638 14,904,213 Transfer public warrant liability to Level 1 measurement (7,498,575) — (7,498,575) Change in fair value — (7,107,638) (7,107,638) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 250,326,857 $ — $ — Liabilities Public Warrants $ 301,875 $ — $ — Private Placement Warrants $ — $ — $ 298,000 The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022: Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Measurement The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022: December 31, 2022 Public Private Input Warrants Warrants Common stock price $ — $ 10.21 Exercise price $ — $ 11.50 Risk-free rate of interest — % 3.95 % Volatility — % 0.00 % Term — 5.25 Value of one warrant $ 0.03 $ 0.03 Dividend yield — % 0.00 % During the twelve ended December 31, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of December 31, 2022 is based on the price of the Public Warrants at market close. The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Public Private Input Warrants Warrants Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % |
INCOME TAX_2
INCOME TAX | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
INCOME TAX | ||
INCOME TAX | NOTE 10 — INCOME TAX During the three and six months ended June 30, 2023, the Company recorded an income tax provision of $236,908 The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of June 30, 2023 and December 31, 2022. | NOTE 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — As of December 31, 2022, the Company has no state or federal In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all 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 assets, 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, and for the period from March 10, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $310,806 and $6,343, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows: December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in state taxes, net of federal tax benefit, and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company has evaluated subsequent events to determine if events or transactions occurred after the balance sheet date up to the date that the 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 financial statements which have not been previously adjusted or disclosed within the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity 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 of Regulation S-X of the Securities and Exchange Commission (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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. 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 periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub as it is a wholly owned subsidiary. Merger Sub does not have activity as of June 30, 2023. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “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 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 that 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 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $358,560 and $510,893 of operating cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. |
Offering Costs | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). |
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 federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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 expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. | Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. |
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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | 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. U.S. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of June 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued outstanding The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $5,892,377 and a reduction of $210,031,815 related to Class A shareholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,190,562 as of June 30, 2023. Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at June 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 $ 42,190,562 | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857. Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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 12 months. | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. |
Net Income Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,581,854) $ 1,115,519 Denominator: Weighted average Class A common stock subject to possible redemption (3,581,854) 1,115,519 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 8,684,990 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.41) $ 0.05 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (3,000,413) $ 334,656 Denominator: Weighted average non-redeemable Class A and Class B common stock (3,000,413) 334,656 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.41) $ 0.05 For the Six Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,647,509) $ 8,106,757 Denominator: Weighted average Class A common stock subject to possible redemption (3,647,509) 8,106,757 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 16,356,675 21,081,215 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.22) $ 0.38 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (1,615,622) $ 2,786,056 Denominator: Weighted average non-redeemable Class A and Class B common stock (1,615,622) 2,786,056 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.22) $ 0.38 | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months Ended December 31, 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ (0.00) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued 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. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020 - - - - - - - Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of Class A common stock subject to possible redemption | Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 $ 42,190,562 | Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 |
Schedule of calculation of basic and diluted net loss per share of common stock | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,581,854) $ 1,115,519 Denominator: Weighted average Class A common stock subject to possible redemption (3,581,854) 1,115,519 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 8,684,990 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.41) $ 0.05 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (3,000,413) $ 334,656 Denominator: Weighted average non-redeemable Class A and Class B common stock (3,000,413) 334,656 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.41) $ 0.05 For the Six Months Ended June 30, 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,647,509) $ 8,106,757 Denominator: Weighted average Class A common stock subject to possible redemption (3,647,509) 8,106,757 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 16,356,675 21,081,215 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.22) $ 0.38 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (1,615,622) $ 2,786,056 Denominator: Weighted average non-redeemable Class A and Class B common stock (1,615,622) 2,786,056 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.22) $ 0.38 | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months Ended December 31, 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ (0.00) |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair value, assets and liabilities measured on recurring basis | ||
Schedule of changes in the fair value of derivative warrant liabilities | Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 $ 2,656,500 $ 2,620,000 $ 5,276,500 | Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 |
Schedule of company's assets and liabilities that were accounted for at fair value on a recurring basis | (Level 1) (Level 2) (Level 3) Assets Treasury securities held in trust account $ 42,190,562 $ — $ — Liabilities Public Warrants $ 2,656,500 $ — $ — Private Placement Warrants $ — $ — $ 2,620,000 | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 250,326,857 $ — $ — Liabilities Public Warrants $ 301,875 $ — $ — Private Placement Warrants $ — $ — $ 298,000 |
Schedule of key inputs into the Monte Carlo simulation model formula | Class B Input Common Stock Common stock price $ 10.41 Exercise price $ 11.50 Risk-free rate of interest 4.060 % Volatility 0.001 % Term 5.34 Value of one warrant $ 0.220 Dividend yield 0.000 % January 24, 2022 Public Private Input Warrants Warrants Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % Private Input Warrants Common stock price $ 10.41 Estimated probability of the Initial Business Combination 10.00 % Volatility 40.00 % Risk-free rate 4.25 % Time to expiration 1.50 | December 31, 2022 Public Private Input Warrants Warrants Common stock price $ — $ 10.21 Exercise price $ — $ 11.50 Risk-free rate of interest — % 3.95 % Volatility — % 0.00 % Term — 5.25 Value of one warrant $ 0.03 $ 0.03 Dividend yield — % 0.00 % January 24, 2022 Public Private Input Warrants Warrants Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % |
Level 3 | ||
Fair value, assets and liabilities measured on recurring basis | ||
Schedule of changes in the fair value of derivative warrant liabilities | Public Private Placement Total Level 3 Warrants Warrants Financial Instruments Derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 Change in fair value — 240,000 240,000 Level 3 derivative warrant liabilities at March 31, 2023 — 538,000 538,000 Change in fair value — 2,082,000 2,082,000 Level 3 derivative warrant liabilities at June 30, 2023 $ — $ 2,620,000 $ 2,620,000 | Public Private Placement Total Level 3 Warrants Warrants Financial Instruments Derivative warrant liabilities at March 10, 2021 (inception) $ — $ — $ — Initial fair value at issuance 7,498,575 7,405,638 14,904,213 Transfer public warrant liability to Level 1 measurement (7,498,575) — (7,498,575) Change in fair value — (7,107,638) (7,107,638) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
Schedule of significant components of the Company's deferred tax assets | December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — |
Schedule of Income tax provision | December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jan. 24, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) item $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) item $ / shares | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | ||||
Proceeds from sale of private placement warrants | $ 11,910,000 | $ 11,910,000 | ||||
Investment maturity period | 180 days | |||||
Months to complete acquisition | 15 months | |||||
Extension period to complete acquisition | 21 months | |||||
Operating cash | $ 358,560 | $ 54,057 | 510,893 | |||
Working capital (deficit) | 5,024,457 | $ 454,877 | ||||
Aggregate purchase price | [1] | $ 25,000 | ||||
Proceeds from Related Party Debt | $ 400,000 | |||||
Class B common stock | ||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Trust Account | ||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||
Purchase price, per unit | $ / shares | $ 10.20 | |||||
Gross proceeds from initial public offering | $ 246,330,000 | |||||
Initial Public Offering | ||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||
Issuance of units in IPO (in shares) | shares | 24,150,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Gross proceeds from initial public offering | $ 241,500,000 | |||||
Investment maturity period | 180 days | |||||
Initial Public Offering | Trust Account | ||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||
Purchase price, per unit | $ / shares | $ 10.20 | |||||
Gross proceeds from initial public offering | $ 246,330,000 | |||||
Private Placement | Private Placement Warrants | ||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | |||||
Price of warrant | $ / shares | $ 1 | |||||
Proceeds from sale of private placement warrants | $ 11,910,000 | |||||
Sponsor | Class B common stock | ||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Sponsor | Private Placement | Private Placement Warrants | ||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | |||||
Price of warrant | $ / shares | $ 1 | |||||
Proceeds from sale of private placement warrants | $ 11,910,000 | |||||
[1] Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6. |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jan. 24, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Apr. 21, 2023 | Dec. 31, 2021 | |
Operating cash | $ 358,560 | $ 358,560 | $ 510,893 | $ 54,057 | |||||
Cash equivalents | 0 | 0 | 0 | $ 0 | |||||
Unrecognized tax benefits | 0 | $ 0 | 0 | ||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | ||||||||
Temporary equity, accretion to redemption value | 1,082,415 | $ 813,105 | $ 353,852 | $ 65,397 | 3,996,857 | ||||
Additional Paid-in Capital | |||||||||
Offering costs | $ 14,647,648 | ||||||||
Accumulated Deficit | |||||||||
Offering costs | 500,307 | ||||||||
Temporary equity, accretion to redemption value | $ 1,082,415 | 813,105 | $ 353,852 | 65,397 | 3,996,857 | ||||
Initial Public Offering | |||||||||
Transaction costs | 15,147,955 | ||||||||
Underwriting fees | 4,830,000 | ||||||||
Deferred underwriting fees | 9,660,000 | ||||||||
Offering costs | 657,955 | ||||||||
Temporary equity, accretion to redemption value | 26,976,223 | 26,976,223 | |||||||
Initial Public Offering | Additional Paid-in Capital | |||||||||
Temporary equity, accretion to redemption value | 4,528,638 | 4,528,638 | |||||||
Initial Public Offering | Accumulated Deficit | |||||||||
Temporary equity, accretion to redemption value | $ 22,447,585 | $ 22,447,585 | |||||||
Class A Common Stock Subject to Possible Redemption | |||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | 3,998,687 | 24,150,000 | 0 | |||||
Temporary equity, accretion to redemption value | 26,976,223 | ||||||||
Additional remeasurement | $ 5,892,377 | $ 3,996,857 | |||||||
Temporary equity, carrying amount | $ 42,190,562 | $ 251,139,962 | $ 42,190,562 | $ 250,326,857 | $ 3,998,687 | ||||
Class A Common Stock Subject to Possible Redemption | Additional Paid-in Capital | |||||||||
Temporary equity, accretion to redemption value | 4,528,638 | ||||||||
Class A Common Stock Subject to Possible Redemption | Accumulated Deficit | |||||||||
Temporary equity, accretion to redemption value | $ 22,447,585 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common stock subject to possible redemption (Details) - Class A Common Stock Subject to Possible Redemption - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 21, 2023 | |
Gross proceeds from initial public offering | $ 241,500,000 | |||
Fair value allocated to public warrants | (7,498,575) | |||
Offering costs allocated to Class A common stock subject to possible redemption | (14,647,648) | |||
Remeasurement on Class A common stock subject to possible redemption | $ 1,082,415 | $ 813,105 | 30,973,080 | |
Temporary equity, carrying amount | $ 42,190,562 | $ 251,139,962 | $ 250,326,857 | $ 3,998,687 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per share of common stock (Details) - 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 | |
Net (loss) income | $ (6,582,267) | $ 1,319,136 | $ 1,450,175 | $ 9,442,637 | $ (5,263,131) | $ 10,892,813 | $ (22,252) | $ 15,763,981 |
Class A Common Stock Subject to Possible Redemption | ||||||||
Net (loss) income | $ (3,581,854) | $ 1,115,519 | $ (3,647,509) | $ 8,106,757 | $ 11,937,823 | |||
Basic and diluted weighted average shares outstanding, Class A common stock | 8,684,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Basic and diluted weighted average shares outstanding, Class B common stock | 8,684,990 | 24,150,000 | 16,356,675 | 21,081,215 | 22,604,795 | |||
Basic and diluted net income per share, Class A common stock | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 | $ 0.53 | |||
Basic and diluted net income per share, Class B common stock | $ (0.41) | $ 0.05 | $ (0.22) | $ 0.38 | $ 0.53 | |||
Non-Redeemable Class B common stock | ||||||||
Net (loss) income | $ (22,252) | $ 3,826,158 | ||||||
Basic and diluted weighted average shares outstanding, Class A common stock | 6,300,000 | 7,245,000 | ||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 6,300,000 | 7,245,000 | ||||||
Basic and diluted net income per share, Class A common stock | $ 0 | $ 0.53 | ||||||
Basic and diluted net income per share, Class B common stock | $ 0 | $ 0.53 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) | Jan. 24, 2022 $ / shares shares |
INITIAL PUBLIC OFFERING | |
Investment maturity period | 180 days |
Trust Account | |
INITIAL PUBLIC OFFERING | |
Purchase price, per unit | $ / shares | $ 10.20 |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | |
Number of units sold | 24,150,000 |
Purchase price, per unit | $ / shares | $ 10 |
Number of warrants in a unit | 0.5 |
Investment maturity period | 180 days |
Initial Public Offering | Trust Account | |
INITIAL PUBLIC OFFERING | |
Purchase price, per unit | $ / shares | $ 10.20 |
Initial Public Offering | Class A common stock | |
INITIAL PUBLIC OFFERING | |
Number of shares in a unit | 1 |
Initial Public Offering | Public Warrants | |
INITIAL PUBLIC OFFERING | |
Number of warrants in a unit | 0.5 |
Initial Public Offering | Public Warrants | Class A common stock | |
INITIAL PUBLIC OFFERING | |
Number of shares issuable per warrant | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jan. 24, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | |||
Aggregate purchase price | $ 11,910,000 | $ 11,910,000 | |
Private Placement | Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants to purchase shares issued | 11,910,000 | ||
Price of warrants | $ 1 | ||
Aggregate purchase price | $ 11,910,000 | ||
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Mar. 31, 2021 USD ($) shares | Jun. 30, 2023 USD ($) D $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) D $ / shares | ||
Related party transaction | ||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | ||||||
Class B common stock | ||||||||
Related party transaction | ||||||||
Number of shares issued | 345,000 | 1,725,000 | 345,000 | |||||
Sponsor | Class B common stock | ||||||||
Related party transaction | ||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||||||
Founder Shares | Sponsor | Class B common stock | ||||||||
Related party transaction | ||||||||
Number of shares issued | 345,000 | 8,625,000 | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||||
Aggregate number of shares owned | 6,900,000 | |||||||
Number of shares forfeited | 1,725,000 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 23% | 23% | ||||||
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 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 | ||||||
Founder Shares | Sponsor | Class B common stock | Directors, executive officers, special advisor and other third parties | ||||||||
Related party transaction | ||||||||
Number of shares issued | 142,500 | |||||||
[1] Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6. |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Related party transaction | ||||||
Repayment of promissory note - related party | $ 289,425 | |||||
Promissory Note with Related Party | ||||||
Related party transaction | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Outstanding balance of related party note | $ 289,425 | |||||
Support Services Agreement | ||||||
Related party transaction | ||||||
Expenses per month | $ 10,000 | $ 10,000 | ||||
Related Party Loans | Working capital loans warrant | ||||||
Related party transaction | ||||||
Maximum borrowing capacity of related party promissory note | 1,500,000 | 1,800,000 | ||||
Aggregate amount of working capital loans | 4,830,000 | |||||
Outstanding balance of related party note | $ 400,000 | $ 0 | $ 0 | |||
Price of warrant | $ 1 | $ 1 |
STOCKHOLDERS' (DEFICIT) EQUIT_4
STOCKHOLDERS' (DEFICIT) EQUITY - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' (DEFICIT) EQUITY | |||
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, stock issued | 0 | 0 | 0 |
Preferred stock, stock outstanding | 0 | 0 | 0 |
STOCKHOLDERS' (DEFICIT) EQUIT_5
STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock Shares (Details) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Jun. 30, 2023 Vote $ / shares shares | Apr. 21, 2023 shares | ||
Class of stock | |||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||||
Class A common stock | |||||||||
Class of stock | |||||||||
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 | 240,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, votes per share | Vote | 1 | 1 | |||||||
Common stock, shares issued (in shares) | 0 | 0 | 2,000,000 | 5,998,687 | |||||
Common stock, shares outstanding (in shares) | 0 | 0 | 2,000,000 | 5,998,687 | |||||
Class A Common Stock Subject to Possible Redemption | |||||||||
Class of stock | |||||||||
Class A common stock subject to possible redemption, issued (in shares) | 0 | 24,150,000 | 3,998,687 | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 0 | 24,150,000 | 3,998,687 | ||||||
Class B common stock | |||||||||
Class of stock | |||||||||
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, votes per share | Vote | 1 | 1 | |||||||
Common stock, shares issued (in shares) | 7,245,000 | 7,245,000 | 5,245,000 | 5,245,000 | |||||
Common stock, shares outstanding (in shares) | 7,245,000 | 7,245,000 | 5,245,000 | 5,245,000 | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,018,750 | ||||||||
Ratio to be applied to the stock in the conversion | 23 | ||||||||
Number of shares issued | 345,000 | 1,725,000 | 345,000 | ||||||
Class B common stock | Sponsor | |||||||||
Class of stock | |||||||||
Number of shares issued | 345,000 | 8,625,000 | |||||||
Number of shares forfeited | 1,725,000 | ||||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||
Class B common stock | Directors, executive officers, special advisor and other third parties | Sponsor | |||||||||
Class of stock | |||||||||
Number of shares issued | 142,500 | ||||||||
[1] Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6. |
WARRANT LIABILITY (Details)_2
WARRANT LIABILITY (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 D $ / shares shares | Dec. 31, 2022 D $ / shares shares | |
WARRANT LIABILITY | ||
Warrants outstanding | shares | 23,985,000 | 23,985,000 |
Warrants exercisable term from the completion of business combination | 30 days | 30 days |
Warrants exercisable term from the closing of the public offering | 12 months | 12 months |
Threshold period for filling registration statement after business combination | 60 days | 60 days |
Threshold period for filling registration statement within number of days of business combination | 60 days | 60 days |
Percentage of gross proceeds on total equity proceeds | 60% | 60% |
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% |
Percentage of adjustment of redemption price of stock based on market value | 180% | 180% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Threshold trading days for calculating volume weighted average trading price | 20 days | 20 days |
Threshold issue price for capital raising purposes in connection with closing of business combination | $ 9.20 | $ 9.20 |
Public Warrants | ||
WARRANT LIABILITY | ||
Warrants outstanding | shares | 12,075,000 | 12,075,000 |
Warrants exercisable term from the closing of the public offering | 20 days | 20 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
WARRANT LIABILITY | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 | ||
WARRANT LIABILITY | ||
Share Price | $ 18 | $ 18 |
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 |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 | ||
WARRANT LIABILITY | ||
Share Price | $ 10 | $ 10 |
Stock price trigger for redemption of public warrants | 10 | 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 | 30 |
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days |
Public Warrants | Redemption Of Warrant Price Per Share Less Than 18.00 | ||
WARRANT LIABILITY | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Private Warrants | Redemption Of Warrant Price Per Share Less Than 18.00 | ||
WARRANT LIABILITY | ||
Redemption price per public warrant (in dollars per share) | $ 18 | $ 18 |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days |
Private Warrants | Private Placement Warrants | ||
WARRANT LIABILITY | ||
Warrants outstanding | shares | 11,910,000 | 11,910,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended | 12 Months Ended | |
Jan. 24, 2022 shares | Jun. 30, 2023 USD ($) item $ / shares | Dec. 31, 2022 USD ($) item $ / shares | |
COMMITMENTS AND CONTINGENCIES | |||
Maximum number of demands for registration of securities | item | 3 | 3 | |
Underwriting cash discount per unit | $ / shares | $ 0.20 | $ 0.20 | |
Aggregate underwriter cash discount | $ | $ 4,830,000 | $ 4,830,000 | |
Deferred fee per unit | $ / shares | $ 0.40 | $ 0.40 | |
Aggregate deferred underwriting fee payable | $ | $ 9,660,000 | $ 9,660,000 | |
Over-allotment option | |||
COMMITMENTS AND CONTINGENCIES | |||
Underwriters option period | 45 days | ||
Number of units sold | shares | 3,150,000 |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||
Derivative warrant liabilities, Beginning balance | $ 599,875 | |
Initial fair value at issuance | $ 14,904,213 | |
Change in fair value of warrant liabilities | $ (14,304,338) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Warrant Liability | |
Derivative warrant liabilities, Ending balance | $ 599,875 | |
Warrant liability | 5,276,500 | 599,875 |
Public Warrants | ||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||
Derivative warrant liabilities, Beginning balance | 301,875 | |
Initial fair value at issuance | 7,498,575 | |
Change in fair value of warrant liabilities | (7,196,700) | |
Derivative warrant liabilities, Ending balance | 301,875 | |
Private Placement Warrants | ||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||
Derivative warrant liabilities, Beginning balance | 298,000 | |
Initial fair value at issuance | 7,405,638 | |
Change in fair value of warrant liabilities | (7,107,638) | |
Derivative warrant liabilities, Ending balance | 298,000 | |
Level 3 | ||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||
Derivative warrant liabilities, Beginning balance | 298,000 | |
Initial fair value at issuance | 14,904,213 | |
Transfer public warrant liability to Level 1 measurement | (7,498,575) | |
Change in fair value of warrant liabilities | (7,107,638) | |
Derivative warrant liabilities, Ending balance | 298,000 | |
Level 3 | Public Warrants | ||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||
Initial fair value at issuance | 7,498,575 | |
Transfer public warrant liability to Level 1 measurement | (7,498,575) | |
Level 3 | Private Placement Warrants | ||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||
Derivative warrant liabilities, Beginning balance | $ 298,000 | |
Initial fair value at issuance | 7,405,638 | |
Change in fair value of warrant liabilities | (7,107,638) | |
Derivative warrant liabilities, Ending balance | $ 298,000 |
FAIR VALUE MEASUREMENTS - Ass_2
FAIR VALUE MEASUREMENTS - Assets and Liabilities Accounted at Fair value on Recurring Basis (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Treasury securities held in trust account | $ 42,190,562 | $ 250,326,857 |
Level 1 | Recurring | ||
Assets: | ||
Treasury securities held in trust account | 42,190,562 | 250,326,857 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warranty liability | 2,656,500 | 301,875 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warranty liability | $ 2,620,000 | $ 298,000 |
FAIR VALUE MEASUREMENTS - Fai_3
FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) | Jan. 24, 2022 $ / shares shares | Dec. 31, 2022 item $ / shares Y | Jan. 24, 2022 | Jan. 24, 2022 Y | Jan. 24, 2022 item |
Initial Public Offering | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Number of warrants in a unit | shares | 0.5 | ||||
Initial Public Offering | Class A common stock | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Number of shares in a unit | shares | 1 | ||||
Public Warrants | Initial Public Offering | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Number of warrants in a unit | shares | 0.5 | ||||
Common stock price | Public Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 9.69 | ||||
Common stock price | Private Placement Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 9.69 | 10.21 | |||
Exercise price | Public Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 11.50 | ||||
Exercise price | Private Placement Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 11.50 | 11.50 | |||
Risk-free rate of interest | Public Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 0.0161 | 0.0161 | |||
Risk-free rate of interest | Private Placement Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 0.0395 | 0.0161 | 0.0161 | ||
Volatility | Public Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 0.1085 | 0.1085 | |||
Volatility | Private Placement Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 0 | 0.1086 | 0.1086 | ||
Term | Public Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | Y | 6 | ||||
Term | Private Placement Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | Y | 5.25 | 6 | |||
Value of one warrant | Public Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 0.62 | 0.03 | |||
Value of one warrant | Private Placement Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 0.62 | 0.03 | |||
Dividend yield | Public Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 0 | 0 | |||
Dividend yield | Private Placement Warrants | |||||
Fair value, assets and liabilities measured on recurring basis | |||||
Derivative liability measurement input | 0 | 0 | 0 |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Capitalized start-up costs | $ 329,224 | $ 4,009 |
Net operating loss carryforwards | 2,334 | |
Total deferred tax assets | 329,224 | 6,343 |
Valuation allowance | (317,149) | (6,343) |
Deferred tax liabilities | ||
Accrued expenses & other | (12,075) | |
Total deferred tax liabilities | (12,075) | |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAX - Components of the
INCOME TAX - Components of the income tax provision (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current expense | ||||||
Federal | $ 783,546 | |||||
State | 0 | $ 0 | ||||
Deferred benefit | ||||||
Federal | (312,476) | (4,673) | ||||
State | 1,670 | (1,670) | ||||
Change in Valuation Allowance | 310,806 | $ 6,343 | ||||
Income tax expense | $ 236,909 | $ 108,421 | $ 799,505 | $ 108,421 | $ 783,546 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of the federal income tax rate to effective tax (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAX | ||||||
Statutory U.S. federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
Change in fair value of warrant liabilities | (18.15%) | 0% | ||||
State taxes, net of federal tax benefit | (0.01%) | 7.51% | ||||
Change in valuation allowance | 1.88% | (28.51%) | ||||
Income tax provision | 5.06% | 6.96% | 28.54% | 0.99% | 4.74% | 0% |
INCOME TAX - Additional informa
INCOME TAX - Additional information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
INCOME TAX | ||
State net operating loss carryforwards | $ 0 | |
Federal operating loss carryforwards | 0 | |
change in the valuation allowance | $ 310,806 | $ 6,343 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jun. 30, 2023 USD ($) shares | Apr. 21, 2023 USD ($) $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares |
Subsequent Event [Line Items] | ||||
Business combination extension option | 8 months | |||
Payments from trust account to redeem shares | $ | $ 42,190,562 | |||
Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of common shares, shareholders exercised their right to redeem | 20,151,313 | |||
Price per public share | $ / shares | $ 10.42 | |||
Payments from trust account to redeem shares | $ | $ 210,031,815 | |||
Common stock, shares issued | 2,000,000 | 5,998,687 | 0 | 0 |
Common stock, shares outstanding (in shares) | 2,000,000 | 5,998,687 | 0 | 0 |
Common Class B [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion ratio | 1 | |||
Aggregate number of non redeemable shares | 1,018,750 | |||
Converted common stock | 2,000,000 | |||
Common stock, shares issued | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 |
Common stock, shares outstanding (in shares) | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 |