Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | Semper Paratus Acquisition Corporation |
Entity Central Index Key | 0001860871 |
Entity Tax Identification Number | 98-1597194 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 767 Third Avenue, 38th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10017 |
City Area Code | (646) |
Local Phone Number | 807-8832 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 767 Third Avenue, 38th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10017 |
City Area Code | (646) |
Local Phone Number | 807-8832 |
Contact Personnel Name | Chief Executive Officer |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash | $ 556,010 | $ 129,186 | $ 344,581 |
Prepaid expenses and other assets | 143,317 | 145,170 | 446,610 |
Total current assets | 699,327 | 274,356 | 791,191 |
Prepaid expenses - noncurrent | 145,170 | ||
Cash and marketable securities held in Trust Account | 25,675,938 | 356,864,000 | 351,915,805 |
TOTAL ASSETS | 26,375,265 | 357,138,356 | 352,852,166 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 694,918 | 210,454 | 39,375 |
Convertible note payable, net of discount | 625,694 | ||
Due to affiliate | 200,000 | 140,000 | 20,000 |
Total current liabilities | 1,520,612 | 350,454 | 59,375 |
Derivative warrant liabilities | 29,000 | 7,250 | 420,500 |
Deferred underwriting fee payable | 14,700,000 | 14,700,000 | 14,700,000 |
Total liabilities | 16,249,612 | 15,057,704 | 15,179,875 |
COMMITMENTS AND CONTINGENCIES (Note 6) | |||
REDEEMABLE ORDINARY SHARES | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 2,383,053 and 34,500,000 shares at redemption value of $10.77, $10.34 and $10.20 per share as of June 30, 2023, December 31, 2022 and 2021, respectively | 25,675,938 | 356,864,000 | 351,900,000 |
SHAREHOLDERS’ DEFICIT | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Accumulated deficit | (15,551,628) | (14,784,691) | (14,229,052) |
Total shareholders’ deficit | (15,550,285) | (14,783,348) | (14,227,709) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | 26,375,265 | 357,138,356 | 352,852,166 |
Common Class A [Member] | |||
SHAREHOLDERS’ DEFICIT | |||
Common stock value | 1,343 | 145 | 145 |
Common Class B [Member] | |||
SHAREHOLDERS’ DEFICIT | |||
Common stock value | $ 1,198 | $ 1,198 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (In Dollar per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Temporary equity, par value (In Dollar per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 2,383,053 | 34,500,000 | 34,500,000 |
Temporary equity, redemption price (In Dollar per share) | $ 10.77 | $ 10.34 | $ 10.20 |
Ordinary shares, par value (In Dollar per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 13,433,333 | 1,450,000 | 1,450,000 |
Common stock, shares outstanding | 13,433,333 | 1,450,000 | 1,450,000 |
Common Class B [Member] | |||
Ordinary shares, par value (In Dollar per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 0 | 11,983,333 | 11,983,333 |
Common stock, shares outstanding | 0 | 11,983,333 | 11,983,333 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative | $ 526,580 | $ 258,585 | $ 1,020,492 | $ 541,464 | $ 181,421 | $ 953,083 |
Total operating expenses | (526,580) | (258,585) | (1,020,492) | (541,464) | (181,421) | (953,083) |
Other income (expense): | ||||||
Unrealized gain on investments held in Trust Account | 302,524 | 327,833 | 2,082,586 | 468,724 | 15,806 | 4,948,194 |
Change in fair value of warrants | 29,000 | 137,750 | (21,750) | 253,750 | 137,750 | 413,250 |
Transaction costs allocated to warrant issuance | (880) | |||||
Total other income, net | 331,524 | 465,583 | 2,060,836 | 722,474 | 152,675 | 5,361,444 |
Net income (loss) | $ (195,056) | $ 206,998 | $ 1,040,344 | $ 181,010 | $ (28,745) | $ 4,408,361 |
Common Class A [Member] | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding of shares - Basic | 3,833,053 | 35,950,000 | 9,866,071 | 35,950,000 | 7,198,819 | 35,950,000 |
Weighted average shares outstanding of shares - Diluted | 3,833,053 | 35,950,000 | 9,866,071 | 35,950,000 | 7,198,819 | 35,950,000 |
Basic net income (loss) per share | $ (0.01) | $ 0 | $ 0.05 | $ 0 | $ 0 | $ 0.09 |
Diluted net income (loss) per share | $ (0.01) | $ 0 | $ 0.05 | $ 0 | $ 0 | $ 0.09 |
Common Class A Non-redeemable [Member] | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding of shares - Basic | 11,983,333 | 9,732,320 | ||||
Weighted average shares outstanding of shares - Diluted | 11,983,333 | 9,732,320 | ||||
Basic net income (loss) per share | $ (0.01) | $ 0.05 | ||||
Diluted net income (loss) per share | $ (0.01) | $ 0.05 | ||||
Common Class B [Member] | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding of shares - Basic | 11,983,333 | 2,251,013 | 11,983,333 | 11,983,333 | 11,983,333 | |
Weighted average shares outstanding of shares - Diluted | 11,983,333 | 2,251,013 | 11,983,333 | 11,983,333 | 11,983,333 | |
Basic net income (loss) per share | $ 0 | $ 0.05 | $ 0 | $ 0 | $ 0.09 | |
Diluted net income (loss) per share | $ 0 | $ 0.05 | $ 0 | $ 0 | $ 0.09 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Apr. 20, 2021 | |||||
Balance, shares at Apr. 20, 2021 | |||||
Net (loss)/income | (28,745) | (28,745) | |||
Issuance of Class B ordinary shares to Sponsor | $ 1,198 | 23,802 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor, Shares | 11,983,333 | ||||
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs) | 11,817,103 | 11,817,103 | |||
Fair value adjustment upon on sale of private placement warrants | (588,250) | (588,250) | |||
Sale of private units | $ 145 | 14,499,855 | 14,500,000 | ||
Sale of private units, shares | 1,450,000 | ||||
Remeasurement for Class A Ordinary Share to redemption value | (26,340,760) | (3,642,057) | (39,982,817) | ||
Balance at Dec. 31, 2021 | $ 145 | $ 1,198 | (14,229,052) | (14,227,709) | |
Balance, shares at Dec. 31, 2021 | 1,450,000 | 11,983,333 | |||
Net (loss)/income | (25,988) | (25,988) | |||
Balance at Mar. 31, 2022 | $ 145 | $ 1,198 | (14,255,040) | (14,253,697) | |
Balance, shares at Mar. 31, 2022 | 1,450,000 | 11,983,333 | |||
Balance at Dec. 31, 2021 | $ 145 | $ 1,198 | (14,229,052) | (14,227,709) | |
Balance, shares at Dec. 31, 2021 | 1,450,000 | 11,983,333 | |||
Net (loss)/income | 181,010 | ||||
Balance at Jun. 30, 2022 | $ 145 | $ 1,198 | (14,048,042) | (14,046,699) | |
Balance, shares at Jun. 30, 2022 | 1,450,000 | 11,983,333 | |||
Balance at Dec. 31, 2021 | $ 145 | $ 1,198 | (14,229,052) | (14,227,709) | |
Balance, shares at Dec. 31, 2021 | 1,450,000 | 11,983,333 | |||
Accretion of carrying value to redemption value | (4,964,000) | (4,964,000) | |||
Net (loss)/income | 4,408,361 | 4,408,361 | |||
Balance at Dec. 31, 2022 | $ 145 | $ 1,198 | (14,784,691) | (14,783,348) | |
Balance, shares at Dec. 31, 2022 | 1,450,000 | 11,983,333 | |||
Balance at Mar. 31, 2022 | $ 145 | $ 1,198 | (14,255,040) | (14,253,697) | |
Balance, shares at Mar. 31, 2022 | 1,450,000 | 11,983,333 | |||
Net (loss)/income | 206,998 | 206,998 | |||
Balance at Jun. 30, 2022 | $ 145 | $ 1,198 | (14,048,042) | (14,046,699) | |
Balance, shares at Jun. 30, 2022 | 1,450,000 | 11,983,333 | |||
Balance at Dec. 31, 2022 | $ 145 | $ 1,198 | (14,784,691) | (14,783,348) | |
Balance, shares at Dec. 31, 2022 | 1,450,000 | 11,983,333 | |||
Conversion of Class B shares | $ 1,198 | $ (1,198) | |||
Conversion of Class B shares, shares | 11,983,333 | (11,983,333) | |||
Accretion of carrying value to redemption value | (1,780,062) | (1,780,062) | |||
Net (loss)/income | 1,235,400 | 1,235,400 | |||
Balance at Mar. 31, 2023 | $ 1,343 | (15,329,353) | (15,328,010) | ||
Balance, shares at Mar. 31, 2023 | 13,433,333 | ||||
Balance at Dec. 31, 2022 | $ 145 | $ 1,198 | (14,784,691) | (14,783,348) | |
Balance, shares at Dec. 31, 2022 | 1,450,000 | 11,983,333 | |||
Net (loss)/income | 1,040,344 | ||||
Balance at Jun. 30, 2023 | $ 1,343 | (15,551,628) | (15,550,285) | ||
Balance, shares at Jun. 30, 2023 | 13,433,333 | ||||
Balance at Mar. 31, 2023 | $ 1,343 | (15,329,353) | (15,328,010) | ||
Balance, shares at Mar. 31, 2023 | 13,433,333 | ||||
Accretion of carrying value to redemption value | (275,306) | (27,219) | (302,525) | ||
Net (loss)/income | (195,056) | (195,056) | |||
Proceeds allocated to Class A shares issuable from the convertible note payable | 275,306 | 275,306 | |||
Balance at Jun. 30, 2023 | $ 1,343 | $ (15,551,628) | $ (15,550,285) | ||
Balance, shares at Jun. 30, 2023 | 13,433,333 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||||
Net income (loss) | $ 1,040,344 | $ 181,010 | $ (28,745) | $ 4,408,361 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Unrealized gain on investments held in Trust Account | $ (302,524) | $ (327,833) | (2,082,586) | (468,724) | (15,806) | (4,948,194) | |
Change in fair value of warrants | (29,000) | (137,750) | 21,750 | (253,750) | (137,750) | (413,250) | |
Transaction costs allocated to warrant issuance | 880 | ||||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses and other assets | 1,853 | 182,671 | (591,780) | 446,609 | |||
Due to affiliate | 60,000 | 60,000 | 20,000 | 120,000 | |||
Accounts payable and accrued expenses | 484,464 | 139,859 | 39,375 | 171,079 | |||
Net cash used in operating activities | (474,176) | (158,936) | (713,826) | (215,395) | |||
Cash Flows from Investing Activities: | |||||||
Cash deposited to Trust Account | (351,900,000) | ||||||
Cash withdrawn from Trust Account in connection with redemption | 333,270,649 | ||||||
Net cash used in investing activities | 333,270,649 | (351,900,000) | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from initial public offering, net of underwriting fees | 339,000,000 | ||||||
Proceeds from sale of private units | 14,500,000 | ||||||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | ||||||
Payment of offering costs | (566,594) | ||||||
Proceeds from related party note payable | 901,000 | ||||||
Redemption of ordinary shares | (333,270,649) | ||||||
Net cash provided by financing activities | (332,369,649) | 352,958,406 | |||||
Net Change in Cash | 426,824 | (158,936) | 344,581 | (215,395) | |||
Cash – Beginning | 129,186 | 344,581 | 344,581 | ||||
Cash – Ending | $ 556,010 | $ 185,645 | 556,010 | 185,645 | 344,581 | 129,186 | $ 344,581 |
Supplemental disclosure of noncash activities: | |||||||
Sale of Class A shares to Investor | 3,955,111 | ||||||
Sale of Warrants | 20,000 | ||||||
Remeasurement for redeemable shares to redemption value | $ 2,082,587 | 4,964,000 | $ 39,982,817 | ||||
Deferred underwriting commissions payable | 14,700,000 | ||||||
Initial classification of warrant liability | 558,250 | ||||||
Initial value of Class A ordinary shares subject to possible redemption | 345,000,000 | ||||||
Change in value of Class A ordinary shares subject to redemption amount | $ 39,982,817 | $ 4,964,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization, Business Operations and Liquidity | Note 1 — Description of Organization, Business Operations and Liquidity Semper Paratus Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s wholly owned subsidiary, Semper Merger Sub, Inc., a Delaware corporation, was incorporated on June 28, 2023 and has had no activity as of June 30, 2023. As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on November 3, 2021. On November 8, 2021, the Company consummated the IPO of 30,000,000 10.00 300,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 1,360,000 10.00 13,600,000 On May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Sponsor”) and the Original Sponsor, pursuant to which the Sponsor will purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 45,000,000 2,700,000 90,000 900,000 Offering costs for the IPO amounted to $ 21,266,594 6,000,000 14,700,000 566,594 9,700,000 5,000,000 500,000 Following the closing of the IPO, $ 351,900,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% 50 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (as amended by the Charter Amendment, the “Memorandum and Articles of Association”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with FASB 470-20. The ordinary shares are subject to FASB 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Original Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. On January 30, 2023, shareholders (the “Initial Shareholders”) holding all of the issued and outstanding Class B ordinary shares (the “Founder Shares”) of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company on a one 11,983,333 11,983,333 47,933,333 no On February 3, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of considering and voting on the Charter Amendment (as defined below) and, if presented, the proposal to adjourn the meeting to a later date. Charter Amendment On February 3, 2023, the Company held an extraordinary general meeting of the shareholders for the purpose of considering and voting on a charter amendment. At the meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from February 8, 2023 to December 15, 2023. Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. The Company filed the Charter Amendment with the Cayman Islands General Registry within 15 32,116,947 332 10.34 25 2,383,053 Nasdaq Notices On March 23, 2023, the Company received a written notice (the “March Notice”) from the Listing Qualifications division of the Nasdaq Stock Market (“Nasdaq”) stating that the Company had not paid certain fees required by Nasdaq Listing Rule 5250(f) and that the Company would be delisted unless it appeals such determination. As of the date of the March Notice, the Company’s past due fee balance totaled $ 151,000 On April 4, 2023, the Company received a written notice (the “April Notice”) from the Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities (“MVLS”) of $50,000,000 for the continued listing of its securities on The Nasdaq Global Market. The April Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. The April Notice states that the Company has 180 calendar days, or until October 2, 2023, to regain compliance with Listing Rule 5450(b)(2)(A). If at any time during this compliance period the Company’s MLVS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance, and this matter will be closed. Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% The Company’s Original Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% If the Company is unable to complete a Business Combination by December 15, 2023, the extended date (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares (which converted into Class A ordinary shares) if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.20 Proposed Business Combination On June 28, 2023, the Company entered into an Agreement and Plan of Merger by and among the Company, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), the Sponsor, in its capacity as purchaser representative, Tevogen Bio Inc, a Delaware corporation (“Tevogen Bio”), and Ryan Saadi, in his capacity as seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among other things, the parties will affect the merger of Merger Sub with and into Tevogen Bio, with Tevogen Bio continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged for shares of Class A common stock, par value $ 0.0001 Prior to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, the Company will migrate out of the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the DGCL and Part XIII of the Cayman Islands Companies Act (2021 Revision). In connection with the Domestication, (i) each issued and outstanding Class A ordinary share, par value will convert, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class A Common Stock; and, (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of the Company will automatically represent the right to purchase one share of Class A Common Stock, at an exercise price of $ 11.50 0.0001 11.50 As consideration for the Merger, the holders of Tevogen Bio’s securities collectively shall be entitled to receive from the Company, in the aggregate, a number of shares of Common Stock (the “Merger Consideration”) with an aggregate value equal to $ 1,200,000,000 20,000,000 (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,667 shares of Common Stock, (b) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,667 shares of Common Stock and (c) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,666 shares of Common Stock. In addition, for each Earnout Share Payment, the Company will also issue to Sponsor an additional 1,500,000 The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of the Company and Tevogen Bio of the Transaction and the other matters requiring shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the registration statement having been declared effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a material adverse effect with respect to the other party; (viii) the satisfaction of the $ 5,000,001 minimum net tangible asset test by the Company; (ix) approval from NYSE American for the listing of the shares of the Company’s Common Stock to be issued in connection with the Transaction; and (x) reconstitution of the post-closing board or directors of the Company. In addition, unless waived by Tevogen Bio, the obligations of Tevogen Bio to consummate the Transaction are subject to the satisfaction of the following additional closing conditions, in addition to the delivery by the Company of certain related agreements, customary certificates and other closing deliverables: (i) the representations and warranties of the Company being true and correct as of the date of the Merger Agreement and as of the closing (subject to customary exceptions, including materiality qualifiers); (ii) the Company having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the date of the closing; (iii) absence of any material adverse effect with respect to the Company since the date of the Merger Agreement which is continuing and uncured; (iv) at the closing, the Company having $ 25,000,000 Finally, unless waived by the Company, the obligations of the Company to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by the Company of certain related agreements, customary certificates and other closing deliverables: (i) the representations and warranties of Tevogen Bio being true and correct as of the date of the Merger Agreement and as of the closing (subject to customary exceptions, including materiality qualifiers); (ii) Tevogen Bio having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Merger Agreement required to be performed or complied with by them on or prior to the date of the closing; and (iii) absence of any material adverse effect with respect to Tevogen Bio and its subsidiaries on a consolidated basis since the date of the Merger Agreement which is continuing and uncured. 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 search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 condensed financial statements. Liquidity and Going Concern As of June 30, 2023, the Company had $ 556,010 in its operating bank accounts, $ 25,675,938 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $ 821,285 . As of June 30, 2023, approximately $ 2.1 million of the amount on deposit in the Trust Account represented interest income. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. 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 new financing will be available to it on commercially acceptable terms, if at all. Management has also determined that the mandatory liquidation and subsequent dissolution described in the financial statements, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until December 15, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by December 15, 2023, there will be a mandatory liquidation and subsequent dissolution. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | Note 1 — Description of Organization, Business Operations and Liquidity Semper Paratus Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on November 3, 2021. On November 8, 2021, the Company consummated the IPO of 30,000,000 10.00 300,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 1,360,000 10.00 13,600,000 Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 45,000,000 2,700,000 90,000 900,000 Offering costs for the IPO amounted to $ 21,266,594 6,000,000 14,700,000 566,594 14,700,000 Following the closing of the IPO, $ 351,900,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 If the Company is unable to complete a Business Combination by February 8, 2023, 15 ten 100,000 The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.20 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 search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. Liquidity and Going Concern As of December 31, 2022, the Company had $ 129,186 356,864,000 76,098 4,948,000 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. 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 new financing will be available to it on commercially acceptable terms, if at all. Management has also determined that the mandatory liquidation and subsequent dissolution described in the financial statements, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until December 15, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by December 15, 2023, there will be a mandatory liquidation and subsequent dissolution. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on April 17, 2023. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed 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 condensed financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investments Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 9,700,000 5,000,000 500,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, 2,383,053 34,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the Class A ordinary share subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 $ 356,864,000 Less: Redemption (333,270,649 ) Plus: Accretion of carrying value to redemption value 2,082,587 Class A ordinary share subject to possible redemption, June 30, 2023 $ 25,675,938 Net (Loss) Income per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). On January 30, 2023, holders of all of the issued and outstanding Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one-for-one basis. Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (47,271 ) $ (147,785 ) $ — $ 155,249 $ 51,749 $ 326,106 $ 639,835 $ 74,403 $ 135,758 $ 45,252 Denominator: Weighted average shares outstanding 3,833,053 11,983,333 — 35,950,000 11,983,333 9,866,071 9,732,320 2,251,013 35,950,000 11,983,333 Basic and dilution net (loss) income per share $ (0.01 ) $ (0.01 ) $ — $ 0.00 $ 0.00 $ 0.05 $ 0.05 $ 0.05 $ 0.00 $ 0.00 Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investments Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 34,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in Balance Sheet Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (12,592,500 ) Class A ordinary share issuance costs (20,490,317 ) Plus: Accretion of carrying value to redemption value 39,982,817 Class A ordinary shares subject to possible redemption, December 31, 2021 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 356,864,000 Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share Class A Class B Class A Class B For the Period from April 21, For the Year Ended 2021 (inception) to December 31, 2022 December 31, 2021 Class A Class B Class A Class B Ordinary Ordinary Ordinary Ordinary Share Shares Share Share Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,306,271 $ 1,102,090 $ (913 ) $ (27,832 ) Denominator: Weighted average shares outstanding 35,950,000 11,983,333 7,198,819 11,983,333 Weighted average shares outstanding, basic 35,950,000 11,983,333 7,198,819 11,983,333 Basic and dilution net income (loss) per share $ 0.09 $ 0.09 $ (0.00 ) $ (0.00 ) Basic net income (loss) per share $ 0.09 $ 0.09 $ (0.00 ) $ (0.00 ) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering And Over-allotment | ||
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 34,500,000 10.00 one one one 11.50 | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 34,500,000 10.00 one one one 11.50 |
Private Placement Warrants
Private Placement Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement Warrants | ||
Private Placement Warrants | Note 4 — Private Placement Warrants On November 8, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 1,450,000 10.00 14,500,000 150,000 1,300,000 11.50 On June 7, 2023, the Original Sponsor transferred 1,000,000 | Note 4 — Private Placement Warrants On November 8, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 1,450,000 10.00 14,500,000 150,000 1,300,000 one one 11.50 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares Our Original Sponsor paid $ 25,000 8,625,000 0.3628 11,754,150 0.0195 11,983,333 1,530,000 1,530,000 The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year 12.00 20 30 150 On January 30, 2023, the initial shareholders holding all of the Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one 11,983,333 11,983,333 On May 4, 2023, the Company entered into the Purchaser Agreement with the Sponsor and the Original Sponsor, pursuant to which the Sponsor purchased from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000 private placement units, each consisting of one Class A ordinary share and one -half of one redeemable warrant that is exercisable for one Class A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement and the Underwriting Agreement), for the Purchaser Price payable at the time of the Business Combination. On June 7, 2023, the Original Sponsor transferred 7,988,889 Class A ordinary shares to the Sponsor, pursuant to the Purchase Agreement (see Note 6). The Company estimated the aggregate fair values of the 7,988,889 Class A non-redeemable ordinary shares, the 1,000,000 Private Placement shares, and the 500,000 public warrants transferred to be $ 3,515,111 , $ 440,000 , and $ 20,000 , respectively or $ 0.44 per share and $ 0.04 per warrant. The fair value of the Class A non-redeemable shares was based on the following inputs: Schedule of Fair Value Non Redeemable Shares May 4, 2023 Discount for lack of marketability 6.80 % Stock price as of measurement date $ 10.77 Probability of transaction 4.40 % Related Party Loans On April 22, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $ 300,000 121,158 Convertible Note Payable On May 3, 2023, the Company and the Original Sponsor entered into a Subscription Agreement with Polar Multi-Strategy Master Fund (the “Investor”) where the Investor agreed to make a cash contribution of $ 151,000 151,000 0.0001 1 10 On June 20, 2023, the Sponsor and the Company entered into a second Subscription Agreement with the Investor where the Investor agreed to lend to the Sponsor, which will in turn be lent to the Company, an aggregate of $ 1,500,000 750,000 750,000 0.0001 1 10 750,000 Collectively, the First Polar Fund Convertible Note and the Second Polar Fund Convertible Note are referred to as the Convertible Notes. The Company accounted for the Class A common stock they could be converted (“equity instrument”) to as equity-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the equity instrument is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the equity instrument meets all the requirements for equity classification under ASC 815, including whether the equity instrument is indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of equity instrument issuance. Both the Convertible Promissory Note and the equity instrument meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2 “ Debt With Conversion and Other Options 104,861 46,139 151,000 66,440 0.44 At June 20, 2023 the Company allocated $ 520,833 229,167 750,000 330,000 0.44 At June 30, 2023 the carrying values of the Convertible Promissory Notes and the discounts were $ 625,694 275,306 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 $ 1.5 10.00 no Administrative Support Services Commencing on the date of the final prospectus, the Company agreed to pay the Original Sponsor a total of $ 10,000 60,000 120,000 | Note 5 — Related Party Transactions Founder Shares Our Sponsor paid $ 25,000 8,625,000 0.3628 11,754,150 0.0195 11,983,333 1,530,000 1,530,000 The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year 12.00 20 30 150 Related Party Loans On April 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 121,158 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 $ 1.5 10.00 no Administrative Support Services Commencing on the date of the final prospectus, the Company will agree to pay the Sponsor a total of $ 10,000 120,000 20,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 4,500,000 4,500,000 The underwriters were paid a cash underwriting discount of $ 0.20 6,000,000 0.20 900,000 0.40 13,800,000 14,700,000 13,800,000 900,000 On June 28, 2023, the Company and Cantor entered into a fee reduction agreement (the “Fee Reduction Agreement”), pursuant to which Cantor has agreed to forfeit $ 9,700,000 5,000,000 500,000 Subscription Agreement As noted in Note 5, on May 3, 2023, the Company entered into a subscription agreement (“Subscription Agreement”) with the Investor and the Original Sponsor. Pursuant to the May 4, 2023 Purchase Agreement, the Sponsor assumed the obligations of the Original Sponsor under the Subscription Agreement. Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the parties agreed that: ● The Investor shall make a cash contribution of $ 151,000 ● The Initial Capital Contribution will in turn be loaned by the Sponsor to the Company to cover working capital expenses (the “SPAC Loan”). ● In consideration for the Initial Capital Contribution, the Company will issue 151,000 0.0001 ● The SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Original Sponsor will pay to the Investor all repayments of the SPAC Loan the Sponsor has received within five one 10 five days ● On the De-SPAC Closing, the Original Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $ 5,000 On June 20, 2023, the Company entered into a second subscription agreement (the “Second Subscription Agreement”) with the Investor and SSVK Associates, LLC (the “Sponsor”). Subject to, and in accordance with the terms and conditions of the Second Subscription Agreement, the parties agreed that: ● The Investor shall make a cash contribution of up to $ 750,000 ● The Initial Capital Contribution will in turn be loaned by the Sponsor to the Company in cash on the later of the Sponsor’s request and the first filing of the S-4 for the SPAC’s business combination ● In consideration for the Additional Capital Commitment, SPAC will issue a further 1 ● The SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to the Investor all repayments of the SPAC Loan the Sponsor has received within five one 10 five days ● On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $ 5,000 Sponsor Share Purchase Agreement On May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Sponsor”) and the Original Sponsor, pursuant to which the Sponsor will purchase from the Original Sponsor (x) 7,988,889 1,000,000 one one one 1.00 In addition to the payment of the Purchase Price, the Sponsor also assumed the following obligations: (i) responsibility for all of Company’s public company reporting obligations; (ii) the obligations of the Original Sponsor under the May 3, 2023 Subscription Agreement, (iii) responsibility for the Company’s D&O insurance premium to extend the Company’s existing D&O insurance policy and maintain D&O coverage through the closing of the initial business combination and obtain appropriate tail coverage; (iv) responsibility for the Company’s outstanding legal fees owed by the Company; and (v) all other obligations of the Original Sponsor related to the Company. Pursuant to the Purchase Agreement, the Sponsor had the right to replace the Company’s current directors and officers with directors and officers as the Sponsor may select in its sole discretion. The obligations of the Original Sponsor to consummate the transactions contemplated by the Purchase Agreement were subject to the satisfaction or written waiver by the Original Sponsor of the following conditions: (a) the approval of the board of directors the SPAC; (b) the approval of the members of the Original Sponsor; (c) the consent or waiver of the underwriters under the Underwriting Agreement; (d) the filing of its quarterly report on Form 10-Q by the SPAC for the quarter ended March 31, 2023. On June 7, 2023, the parties to the Purchase Agreement closed the transactions contemplated thereby. In connection with the closing, the Sponsor replaced the Company’s directors and officers. The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, corporate authority, and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses. | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 4,500,000 4,500,000 The underwriters were paid a cash underwriting discount of $ 0.20 6,000,000 0.20 900,000 0.40 13,800,000 14,700,000 13,800,000 900,000 |
Shareholders_ Deficit
Shareholders’ Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Shareholders’ Deficit | Note 7 — Shareholders’ Deficit Class A Ordinary Shares The Company is authorized to issue 200,000,000 0.0001 13,433,333 1,450,000 2,383,053 34,500,000 Class B Ordinary Shares The Company is authorized to issue 20,000,000 0.0001 one 0 11,983,333 Prior to our initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. These provisions of our Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25 Preference Shares The Company is authorized to issue 1,000,000 no Public Warrants The Public Warrants will become exercisable on the later of (i) 30 one year five years Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 20 30 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extra Class A ordinary share dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional Class A ordinary shares 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 60 20 9.20 115 | Note 7 — Shareholders’ Deficit Class A Ordinary Shares The Company is authorized to issue 200,000,000 0.0001 1,450,000 34,500,000 Class B Ordinary Shares The Company is authorized to issue 20,000,000 0.0001 one 11,983,333 Prior to our initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. These provisions of our Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25 Preference Shares The Company is authorized to issue 1,000,000 no Public Warrants The Public Warrants will become exercisable on the later of (i) 30 one year five years Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 20 30 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional Class A ordinary shares 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 60 20 9.20 115 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrant Liabilities | ||
Warrant Liabilities | Note 8 — Warrant Liabilities The Company accounts for the 725,000 | Note 8 — Warrant Liabilities The Company accounts for the 725,000 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements 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. At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis June 30, 2023: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 25,675,938 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 29,000 December 31, 2022: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements at June 30, 2023 and December 31, 2022: Schedule of Quantitative Information in Fair Value Measurements At June 30, 2023 At December 31, 2022 Share Price $ 10.68 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.46 5.10 Industry Volatility 7.0 % 4.40 % Risk Free Rate 4.01 % 3.91 % Dividend Yield 0.00 % 0.00 % | Note 9 — Fair Value Measurements 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. At December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis December 31, 2022: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 December 31, 2021: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 351,915,805 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 420,500 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2022 and 2021: Schedule of Quantitative Information in Fair Value Measurements At December 31, 2022 At December 31, 2021 Share Price $ 10.33 $ 9.78 Exercise Price $ 11.50 $ 11.50 Term (years) 5.10 5.85 Industry Volatility 4.40 % 9.7 % Risk Free Rate 3.91 % 1.33 % Dividend Yield 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements were available to be issued. Based on this review, other than as described in these financial statements and as stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements | Note 10 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements were available to be issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. On January 30, 2023, shareholders (the “Initial Shareholders”) holding all of the issued and outstanding Class B ordinary shares (the “Founder Shares”) of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company (“Class A Shares”) on a one 11,983,333 11,983,333 As disclosed in the definitive proxy statement the Company filed with the U.S. Securities and Exchange Commission on January 20, 2023, and amended and supplemented on January 26, 2023, 47,933,333 35,950,000 11,983,333 47,933,333 no On February 3, 2023, Semper Paratus Acquisition Corporation (the “Company”) held an extraordinary general meeting of shareholders (the “EGM”) for the purpose of considering and voting on the Charter Amendment (as defined below) and, if presented, the proposal to adjourn the EGM to a later date. Charter Amendment At the EGM, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from February 8, 2023 to December 15, 2023. Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the EGM. In connection with the EGM, shareholders holding approximately 32,116,947 332 10.34 25 2,383,053 Nasdaq Notices As disclosed in the Current Report on Form 8-K the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 29, 2023, the Company received a written notice (the “March Notice”) dated March 23, 2023 from the Listing Qualifications division of the Nasdaq Stock Market (“Nasdaq”) stating that the Company has not paid certain fees required by Nasdaq Listing Rule 5250(f) and that the Company will be delisted unless it appeals such determination. As of the date of the March Notice, the Company’s past due fee balance totaled $ 151,000 As disclosed in the Current Report on Form 8-K the Company filed with the SEC on April 7, 2023, the Company received a written notice (the “April Notice”) from the Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities (“MVLS”) of $ 50,000,000 50,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on April 17, 2023. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ 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. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | Investments Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 9,700,000 5,000,000 500,000 | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, 2,383,053 34,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the Class A ordinary share subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 $ 356,864,000 Less: Redemption (333,270,649 ) Plus: Accretion of carrying value to redemption value 2,082,587 Class A ordinary share subject to possible redemption, June 30, 2023 $ 25,675,938 | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 34,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in Balance Sheet Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (12,592,500 ) Class A ordinary share issuance costs (20,490,317 ) Plus: Accretion of carrying value to redemption value 39,982,817 Class A ordinary shares subject to possible redemption, December 31, 2021 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 356,864,000 |
Net Income (Loss) per Ordinary Share | Net (Loss) Income per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). On January 30, 2023, holders of all of the issued and outstanding Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one-for-one basis. Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (47,271 ) $ (147,785 ) $ — $ 155,249 $ 51,749 $ 326,106 $ 639,835 $ 74,403 $ 135,758 $ 45,252 Denominator: Weighted average shares outstanding 3,833,053 11,983,333 — 35,950,000 11,983,333 9,866,071 9,732,320 2,251,013 35,950,000 11,983,333 Basic and dilution net (loss) income per share $ (0.01 ) $ (0.01 ) $ — $ 0.00 $ 0.00 $ 0.05 $ 0.05 $ 0.05 $ 0.00 $ 0.00 | Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share Class A Class B Class A Class B For the Period from April 21, For the Year Ended 2021 (inception) to December 31, 2022 December 31, 2021 Class A Class B Class A Class B Ordinary Ordinary Ordinary Ordinary Share Shares Share Share Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,306,271 $ 1,102,090 $ (913 ) $ (27,832 ) Denominator: Weighted average shares outstanding 35,950,000 11,983,333 7,198,819 11,983,333 Weighted average shares outstanding, basic 35,950,000 11,983,333 7,198,819 11,983,333 Basic and dilution net income (loss) per share $ 0.09 $ 0.09 $ (0.00 ) $ (0.00 ) Basic net income (loss) per share $ 0.09 $ 0.09 $ (0.00 ) $ (0.00 ) |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in Balance Sheet | At June 30, 2023 and December 31, 2022, the Class A ordinary share subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 $ 356,864,000 Less: Redemption (333,270,649 ) Plus: Accretion of carrying value to redemption value 2,082,587 Class A ordinary share subject to possible redemption, June 30, 2023 $ 25,675,938 | At December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in Balance Sheet Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (12,592,500 ) Class A ordinary share issuance costs (20,490,317 ) Plus: Accretion of carrying value to redemption value 39,982,817 Class A ordinary shares subject to possible redemption, December 31, 2021 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 356,864,000 |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share | Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (47,271 ) $ (147,785 ) $ — $ 155,249 $ 51,749 $ 326,106 $ 639,835 $ 74,403 $ 135,758 $ 45,252 Denominator: Weighted average shares outstanding 3,833,053 11,983,333 — 35,950,000 11,983,333 9,866,071 9,732,320 2,251,013 35,950,000 11,983,333 Basic and dilution net (loss) income per share $ (0.01 ) $ (0.01 ) $ — $ 0.00 $ 0.00 $ 0.05 $ 0.05 $ 0.05 $ 0.00 $ 0.00 | Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share Class A Class B Class A Class B For the Period from April 21, For the Year Ended 2021 (inception) to December 31, 2022 December 31, 2021 Class A Class B Class A Class B Ordinary Ordinary Ordinary Ordinary Share Shares Share Share Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,306,271 $ 1,102,090 $ (913 ) $ (27,832 ) Denominator: Weighted average shares outstanding 35,950,000 11,983,333 7,198,819 11,983,333 Weighted average shares outstanding, basic 35,950,000 11,983,333 7,198,819 11,983,333 Basic and dilution net income (loss) per share $ 0.09 $ 0.09 $ (0.00 ) $ (0.00 ) Basic net income (loss) per share $ 0.09 $ 0.09 $ (0.00 ) $ (0.00 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Fair Value Non Redeemable Shares | The fair value of the Class A non-redeemable shares was based on the following inputs: Schedule of Fair Value Non Redeemable Shares May 4, 2023 Discount for lack of marketability 6.80 % Stock price as of measurement date $ 10.77 Probability of transaction 4.40 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis June 30, 2023: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 25,675,938 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 29,000 December 31, 2022: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis December 31, 2022: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 December 31, 2021: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 351,915,805 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 420,500 |
Schedule of Quantitative Information in Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements at June 30, 2023 and December 31, 2022: Schedule of Quantitative Information in Fair Value Measurements At June 30, 2023 At December 31, 2022 Share Price $ 10.68 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.46 5.10 Industry Volatility 7.0 % 4.40 % Risk Free Rate 4.01 % 3.91 % Dividend Yield 0.00 % 0.00 % | The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2022 and 2021: Schedule of Quantitative Information in Fair Value Measurements At December 31, 2022 At December 31, 2021 Share Price $ 10.33 $ 9.78 Exercise Price $ 11.50 $ 11.50 Term (years) 5.10 5.85 Industry Volatility 4.40 % 9.7 % Risk Free Rate 3.91 % 1.33 % Dividend Yield 0.00 % 0.00 % |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details Narrative) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||
Jun. 28, 2023 USD ($) $ / shares shares | Jun. 20, 2023 $ / shares shares | Jun. 07, 2023 shares | May 04, 2023 $ / shares shares | Apr. 04, 2023 | Feb. 03, 2023 USD ($) $ / shares shares | Jan. 30, 2023 shares | Nov. 08, 2021 USD ($) $ / shares shares | Nov. 05, 2021 shares | Jun. 30, 2023 USD ($) Integer $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Integer $ / shares shares | Mar. 23, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Condition for future business combination number of businesses minimum | Integer | 1 | 1 | ||||||||||||
Number of shares issued | shares | 750,000 | |||||||||||||
Deferred underwriting fee payable | $ 14,700,000 | $ 14,700,000 | $ 14,700,000 | |||||||||||
Payments for investment of cash in trust account | 351,900,000 | |||||||||||||
Condition for future business combination use of proceeds percentage | 80% | 80% | ||||||||||||
Condition for future business combination threshold ownership (as a percent) | 50% | 50% | ||||||||||||
Maximum net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Conversion ratio | 1 | |||||||||||||
Cash withdrawn from Trust Account in connection with redemption | 333,270,649 | |||||||||||||
Cash and marketable securities held in Trust Account | $ 25,000,000 | $ 25,675,938 | 351,915,805 | $ 356,864,000 | ||||||||||
Past fee due balance | $ 151,000 | |||||||||||||
Written notice description | On April 4, 2023, the Company received a written notice (the “April Notice”) from the Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities (“MVLS”) of $50,000,000 for the continued listing of its securities on The Nasdaq Global Market. The April Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. The April Notice states that the Company has 180 calendar days, or until October 2, 2023, to regain compliance with Listing Rule 5450(b)(2)(A). If at any time during this compliance period the Company’s MLVS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance, and this matter will be closed. | |||||||||||||
Redemption limit percentage without prior consent | 15% | 15% | ||||||||||||
Obligation to redeem public shares if entity does not complete a business combination | 100% | 100% | ||||||||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | ||||||||||||
Cash held in operating bank accounts | 25,000,000 | 129,186 | ||||||||||||
Cash | 556,010 | $ 344,581 | 129,186 | |||||||||||
[custom:WorkingCapital-0] | 821,285 | |||||||||||||
Income on investments held in Trust Account | $ 2,100,000 | $ 4,948,000 | ||||||||||||
Months to complete acquisition | 15 months | |||||||||||||
Redemption period upon closure | 10 days | |||||||||||||
Working capital | $ 76,098 | |||||||||||||
TevogenBio Securities [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Business combination, consideration transferred | $ 1,200,000,000 | |||||||||||||
Stock issued for acquisition | shares | 20,000,000 | |||||||||||||
Business combination, description | (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,667 shares of Common Stock, (b) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,667 shares of Common Stock and (c) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,666 shares of Common Stock. In addition, for each Earnout Share Payment, the Company will also issue to Sponsor an additional 1,500,000 shares of Company Common Stock. | |||||||||||||
Sponsor [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of shares issued | shares | 1,500,000 | |||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 725,000 | 725,000 | ||||||||||||
TevogebBio Holdings Inc [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Purchase price, per unit | $ / shares | $ 11.50 | |||||||||||||
Charter Amendment [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Minimum period to file charter amendment | 15 days | |||||||||||||
Cash withdrawn from Trust Account in connection with redemption | $ 332,000,000 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Shares issued upon conversion | shares | 11,983,333 | |||||||||||||
Common stock shares issued | shares | 47,933,333 | 13,433,333 | 1,450,000 | 1,450,000 | ||||||||||
Common stock shares outstanding | shares | 47,933,333 | 13,433,333 | 1,450,000 | 1,450,000 | ||||||||||
Common stock, par value | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Exrecise price | $ / shares | $ 11.50 | |||||||||||||
Common Class B [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Shares cancelled | shares | 11,983,333 | |||||||||||||
Common stock shares issued | shares | 0 | 0 | 11,983,333 | 11,983,333 | ||||||||||
Common stock shares outstanding | shares | 0 | 0 | 11,983,333 | 11,983,333 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Public Shares [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Common stock shares outstanding | shares | 2,383,053 | |||||||||||||
Public Shares [Member] | Charter Amendment [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of shares held by the shareholders exercised their right to redeem shares | shares | 32,116,947 | |||||||||||||
Price per share | $ / shares | $ 10.34 | |||||||||||||
SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of shares issued | shares | 7,988,889 | |||||||||||||
SSVK Associates, LLC [Member] | Common Class A [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 500,000 | |||||||||||||
Number of shares issued | shares | 1,000,000 | 7,988,889 | ||||||||||||
Purchase price, per unit | $ / shares | $ 1 | |||||||||||||
IPO [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 30,000,000 | |||||||||||||
Proceeds from issuance initial public offering | $ 300,000,000 | |||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10.20 | $ 10.20 | |||||||||||
Deferred underwriting fee payable | $ 14,700,000 | |||||||||||||
Offering costs | 21,266,594 | |||||||||||||
Underwriting fees | 6,000,000 | |||||||||||||
Other offering costs | 566,594 | |||||||||||||
Payments for investment of cash in trust account | $ 351,900,000 | |||||||||||||
IPO [Member] | Private Placement Warrants [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10.20 | |||||||||||||
Payments for investment of cash in trust account | $ 351,900,000 | |||||||||||||
IPO [Member] | Fee Reduction Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of shares issued | shares | 500,000 | |||||||||||||
Deferred underwriting fee payable | $ 5,000,000 | |||||||||||||
Deferred underwriting fee forfeited | $ 9,700,000 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 1,360,000 | |||||||||||||
Price of warrant | $ / shares | $ 10 | |||||||||||||
Proceeds from sale of warrants | $ 13,600,000 | |||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 1,450,000 | |||||||||||||
Price of warrant | $ / shares | $ 10 | |||||||||||||
Proceeds from sale of warrants | $ 14,500,000 | |||||||||||||
Private Placement [Member] | Sponsor [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 90,000 | |||||||||||||
Proceeds from issuance initial public offering | $ 900,000 | |||||||||||||
Private Placement [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 1,300,000 | |||||||||||||
Private Placement [Member] | SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of shares issued | shares | 1,000,000 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 4,500,000 | 4,500,000 | 4,500,000 | 4,500,000 | ||||||||||
Proceeds from issuance initial public offering | $ 45,000,000 | |||||||||||||
Deferred underwriting fee payable | $ 2,700,000 | |||||||||||||
Common Stock [Member] | Common Class B [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of shares issued | shares | 11,983,333 | |||||||||||||
Common Stock [Member] | IPO [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 30,000,000 | |||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from issuance initial public offering | $ 300,000,000 |
Schedule of Reconciliation of O
Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Class A ordinary share subject to possible redemption | $ 356,864,000 | $ 351,900,000 | $ 351,900,000 | |
Accretion of carrying value to redemption value | 2,082,587 | 4,964,000 | $ 39,982,817 | |
Redemption | (333,270,649) | |||
Class A ordinary share subject to possible redemption | $ 25,675,938 | $ 356,864,000 | $ 351,900,000 |
Schedule of Calculation of Basi
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A [Member] | ||||||
Allocation of net income (loss) | $ (47,271) | $ 155,249 | $ 326,106 | $ 135,758 | $ (913) | $ 3,306,271 |
Weighted average shares outstanding, basic | 3,833,053 | 35,950,000 | 9,866,071 | 35,950,000 | 7,198,819 | 35,950,000 |
Weighted average shares outstanding, diluted | 3,833,053 | 35,950,000 | 9,866,071 | 35,950,000 | 7,198,819 | 35,950,000 |
Basic net income (loss) per share | $ (0.01) | $ 0 | $ 0.05 | $ 0 | $ 0 | $ 0.09 |
Diluted net income (loss) per share | $ (0.01) | $ 0 | $ 0.05 | $ 0 | $ 0 | $ 0.09 |
Common Class A Non-redeemable [Member] | ||||||
Allocation of net income (loss) | $ (147,785) | $ 639,835 | ||||
Weighted average shares outstanding, basic | 11,983,333 | 9,732,320 | ||||
Weighted average shares outstanding, diluted | 11,983,333 | 9,732,320 | ||||
Basic net income (loss) per share | $ (0.01) | $ 0.05 | ||||
Diluted net income (loss) per share | $ (0.01) | $ 0.05 | ||||
Common Class B [Member] | ||||||
Allocation of net income (loss) | $ 51,749 | $ 74,403 | $ 45,252 | $ (27,832) | $ 1,102,090 | |
Weighted average shares outstanding, basic | 11,983,333 | 2,251,013 | 11,983,333 | 11,983,333 | 11,983,333 | |
Weighted average shares outstanding, diluted | 11,983,333 | 2,251,013 | 11,983,333 | 11,983,333 | 11,983,333 | |
Basic net income (loss) per share | $ 0 | $ 0.05 | $ 0 | $ 0 | $ 0.09 | |
Diluted net income (loss) per share | $ 0 | $ 0.05 | $ 0 | $ 0 | $ 0.09 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 28, 2023 | Jun. 20, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Deferred underwriting fee payable | 14,700,000 | 14,700,000 | 14,700,000 | 14,700,000 | |||||
Number of shares issued | 750,000 | ||||||||
Federal depository insurance coverage amount | 250,000 | 250,000 | 250,000 | ||||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | |||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Warrant [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of warrants issued to purchase ordinary shares (in shares) | 17,975,000 | 17,975,000 | |||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||||
Number of shares excluded from computation of diluted earnings per ordinary share | 17,975,000 | 17,975,000 | 17,975,000 | 17,975,000 | 17,975,000 | ||||
Common Class A [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Temporary equity, shares outstanding | 2,383,053 | 2,383,053 | 34,500,000 | 34,500,000 | |||||
IPO [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Offering costs | $ 21,266,594 | ||||||||
Underwriting fees | 6,000,000 | ||||||||
Deferred underwriting fee payable | 14,700,000 | ||||||||
Other offering costs | $ 566,594 | ||||||||
IPO [Member] | Fee Reduction Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Deferred underwriting fee payable | $ 5,000,000 | ||||||||
Deferred underwriting fee forfeited | $ 9,700,000 | ||||||||
Number of shares issued | 500,000 |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment (Details Narrative) - IPO [Member] - $ / shares | Nov. 08, 2021 | Jun. 30, 2023 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares ) | 34,500,000 | ||
Shares issued, price per share | $ 10 | $ 10.20 | $ 10.20 |
Number of shares in a unit | 1 | ||
Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details Narrative) - USD ($) | Jun. 07, 2023 | Nov. 08, 2021 | Jun. 30, 2023 | Dec. 31, 2022 |
Private Placement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 1,360,000 | |||
Price of warrants | $ 10 | |||
Aggregate purchase price | $ 13,600,000 | |||
Private Placement Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 725,000 | 725,000 | ||
Private Placement Warrants [Member] | Private Placement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 1,450,000 | |||
Price of warrants | $ 10 | |||
Aggregate purchase price | $ 14,500,000 | |||
Exercise price of warrant | $ 11.50 | |||
Number of shares per warrant | 1 | |||
Number of warrants in a unit | 0.5 | |||
Private Placement Warrants [Member] | Private Placement [Member] | Cantor | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 150,000 | |||
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 1,300,000 | |||
Sale of stock, number of shares issued in transaction | 1,000,000 |
Schedule of Fair Value Non Rede
Schedule of Fair Value Non Redeemable Shares (Details) | May 04, 2023 shares |
Related Party Transactions [Abstract] | |
Discount for lack of marketability | 6.80% |
Stock price as of measurement date | 10.77 |
Probability of transaction | 4.40% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||
Jun. 20, 2023 USD ($) $ / shares shares | Jun. 07, 2023 USD ($) $ / shares shares | May 04, 2023 shares | May 03, 2023 USD ($) $ / shares shares | Jan. 30, 2023 shares | Nov. 08, 2021 USD ($) $ / shares shares | Apr. 22, 2021 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 28, 2023 $ / shares | Oct. 01, 2021 shares | Aug. 31, 2021 shares | |
Related Party Transaction [Line Items] | |||||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||||
Conversion ratio | 1 | ||||||||||||
Shares issue | shares | 750,000 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 14,500,000 | ||||||||||||
Proceeds | $ 229,167 | $ 46,139 | |||||||||||
Notes payable | $ 625,694 | ||||||||||||
Discounts | $ 275,306 | ||||||||||||
First Polar Fund Convertible Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate purchase price | $ 66,440 | ||||||||||||
Shares issue | shares | 151,000 | ||||||||||||
Proceeds | 520,833 | $ 104,861 | |||||||||||
Share price | $ / shares | $ 0.44 | ||||||||||||
Second Polar Fund Convertible Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate purchase price | $ 330,000 | ||||||||||||
Shares issue | shares | 750,000 | ||||||||||||
Share price | $ / shares | $ 0.44 | ||||||||||||
Sponsor [Member] | Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | ||||||||||||
Remaining borrowing capacity amount | 750,000 | ||||||||||||
Debt instrument, fee amount | 750,000 | ||||||||||||
Subscription Agreement [Member] | Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 151,000 | ||||||||||||
Initial capital contribution | $ 151,000 | ||||||||||||
Second Subscription Agreement [Member] | Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Initial capital contribution | $ 750,000 | ||||||||||||
SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 7,988,889 | ||||||||||||
Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,360,000 | ||||||||||||
Price of warrant | $ / shares | $ 10 | ||||||||||||
Private Placement [Member] | SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 1,000,000 | ||||||||||||
DeSPAC [Member] | Subscription Agreement [Member] | Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 1 | ||||||||||||
Initial capital contribution | $ 10 | ||||||||||||
DeSPAC [Member] | Second Subscription Agreement [Member] | Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 1 | ||||||||||||
Initial capital contribution | $ 10 | ||||||||||||
Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares cancelled | shares | 11,983,333 | ||||||||||||
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Class A [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued upon conversion | shares | 11,983,333 | ||||||||||||
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common Class A [Member] | Subscription Agreement [Member] | Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 151,000 | ||||||||||||
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | ||||||||||||
Common Class A [Member] | Second Subscription Agreement [Member] | Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 1 | ||||||||||||
Common Class A [Member] | SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 1,000,000 | 7,988,889 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 500,000 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 3,515,111 | ||||||||||||
Common Class A [Member] | SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Public Warrants Transferred Two [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from Issuance of Private Placement | $ 440,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.04 | ||||||||||||
Common Class A [Member] | SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Public Warrants Transferred Three [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from Issuance of Private Placement | $ 20,000 | ||||||||||||
Common Class A [Member] | SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Public Warrants Transferred One [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.44 | ||||||||||||
Common Class A [Member] | Private Placement [Member] | SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of redeemable warrants | shares | 1 | ||||||||||||
Non Redeemable Ordinary [Member] | SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issue | shares | 7,988,889 | ||||||||||||
Founder shares [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock dividend ratio | 0.0195 | 0.3628 | |||||||||||
Aggregate number of shares owned | shares | 11,754,150 | ||||||||||||
Founder shares [Member] | Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares subject to forfeiture | shares | 1,530,000 | ||||||||||||
Founder shares [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||||
Share dividend | shares | 8,625,000 | ||||||||||||
Aggregate number of shares owned | shares | 11,983,333 | ||||||||||||
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 | 20 days | 20 days | |||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||||||||||
Founder shares [Member] | Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares subject to forfeiture | shares | 1,530,000 | 1,530,000 | |||||||||||
Promissory Note with Related Party [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||||||||
Amount of notes payable repaid | $ 121,158 | ||||||||||||
Related Party Loans [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||||||||||
Working capital loan | $ 0 | $ 0 | |||||||||||
Related Party Loans [Member] | Working capital loans warrant [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Price of warrant | $ / shares | $ 10 | $ 10 | |||||||||||
Related Party [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Working capital loan | $ 0 | $ 0 | |||||||||||
Administrative Support Services [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Expenses per month | 10,000 | 10,000 | |||||||||||
Amount accrued | $ 60,000 | 120,000 | |||||||||||
Administrative Support Services [Member] | Related Party [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Amount accrued | $ 20,000 | $ 120,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 28, 2023 | Jun. 20, 2023 | Jun. 07, 2023 | May 04, 2023 | May 03, 2023 | Jan. 30, 2023 | Nov. 08, 2021 | Nov. 05, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Underwriting cash discount per unit | $ 0.20 | $ 0.20 | |||||||||
Aggregate underwriter cash discount | $ 900,000 | $ 900,000 | |||||||||
Deferred underwriting commission fee (per unit) | $ 0.40 | $ 0.40 | |||||||||
Deferred underwriting fee payable | $ 13,800,000 | $ 13,800,000 | |||||||||
Aggregate deferred underwriting fee payable | 1,470,000,000 | 14,700,000 | |||||||||
Underwriter cash discount | 900,000 | 900,000 | |||||||||
Deferred underwriting fee payable | $ 14,700,000 | $ 14,700,000 | $ 14,700,000 | ||||||||
Number of shares issued | 750,000 | ||||||||||
Common Class A [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issued | 11,983,333 | ||||||||||
Subscription Agreement [Member] | Investor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issued | 151,000 | ||||||||||
Initial capital contribution | $ 151,000 | ||||||||||
Minimum period for payment in case of liquidation | 5 days | ||||||||||
Subscription Agreement [Member] | Investor [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Minimum period for receiving spac loan from de-spac closing | 5 days | ||||||||||
Amount of initial capital considered to issue one share | $ 10 | ||||||||||
Maximum reasonable attorney fees | $ 5,000 | ||||||||||
Subscription Agreement [Member] | Investor [Member] | Common Class A [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issued | 151,000 | ||||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | ||||||||||
Subscription Agreement [Member] | Investor [Member] | Common Class A [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issuable for each $10 initial capital contribution | one | ||||||||||
Second Subscription Agreement [Member] | Investor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Initial capital contribution | $ 750,000 | ||||||||||
Minimum period for payment in case of liquidation | 5 days | ||||||||||
Second Subscription Agreement [Member] | Investor [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Minimum period for receiving spac loan from de-spac closing | 5 days | ||||||||||
Amount of initial capital considered to issue one share | $ 10 | ||||||||||
Maximum reasonable attorney fees | $ 5,000 | ||||||||||
Second Subscription Agreement [Member] | Investor [Member] | Common Class A [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issued | 1 | ||||||||||
Second Subscription Agreement [Member] | Investor [Member] | Common Class A [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issuable for each $10 initial capital contribution | one | ||||||||||
Purchase Agreement [Member] | SSVK Associates, LLC [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issued | 7,988,889 | ||||||||||
Purchase Agreement [Member] | Common Class A [Member] | SSVK Associates, LLC [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issued | 1,000,000 | 7,988,889 | |||||||||
Purchase price | $ 1 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Underwriting option period | 45 days | 45 days | |||||||||
Sale of units, net of underwriting discounts | 4,500,000 | 4,500,000 | 4,500,000 | 4,500,000 | |||||||
Deferred underwriting fee payable | $ 2,700,000 | ||||||||||
IPO [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Sale of units, net of underwriting discounts | 30,000,000 | ||||||||||
Payment of underwriter discount | $ 6,000,000 | $ 6,000,000 | |||||||||
Deferred underwriting fee payable | $ 13,800,000 | $ 13,800,000 | |||||||||
Deferred underwriting fee payable | $ 14,700,000 | ||||||||||
Number of shares in a unit | 1 | ||||||||||
IPO [Member] | Fee Reduction Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Deferred underwriting fee forfeited | $ 9,700,000 | ||||||||||
Deferred underwriting fee payable | $ 5,000,000 | ||||||||||
Number of shares issued | 500,000 | ||||||||||
Private Placement [Member] | Purchase Agreement [Member] | SSVK Associates, LLC [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issued | 1,000,000 | ||||||||||
Private Placement [Member] | Purchase Agreement [Member] | Common Class A [Member] | SSVK Associates, LLC [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares per warrant | 1 |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 Integer $ / shares shares | Dec. 31, 2022 Integer $ / shares shares | Jun. 28, 2023 $ / shares | Jun. 20, 2023 $ / shares | Jan. 30, 2023 shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||||||
Preference shares , shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preference shares, shares issued | 0 | 0 | 0 | |||
Preference shares, shares outstanding | 0 | 0 | 0 | |||
Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||||
Public warrants exercisable term from the closing of the initial public offering | 1 year | 1 year | ||||
Public warrants expiration term | 5 years | 5 years | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Redemption period | 30 days | 30 days | ||||
Warrant redemption condition minimum share price | $ / shares | $ 18 | $ 18 | ||||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||||
Threshold consecutive trading days for redemption of public warrants | 30 days | 30 days | ||||
Share price trigger used to measure dilution of warrant | $ / shares | $ 9.20 | $ 9.20 | ||||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60% | 60% | ||||
Trading period after business combination used to measure dilution of warrant | 20 days | 20 days | ||||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | 115% | ||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares issued | 13,433,333 | 1,450,000 | 47,933,333 | 1,450,000 | ||
Number of public shares outstanding | 13,433,333 | 1,450,000 | 47,933,333 | 1,450,000 | ||
Temporary equity, shares outstanding | 2,383,053 | 34,500,000 | 34,500,000 | |||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares issued | 0 | 11,983,333 | 0 | 11,983,333 | ||
Number of public shares outstanding | 0 | 11,983,333 | 0 | 11,983,333 | ||
Ordinary shares, vote per share | Integer | 1 | 1 | ||||
Ratio to be applied to the stock in the conversion | 25% | 25% |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | 725,000 | 725,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | |||
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Treasury Securities | 25,675,938 | 356,864,000 | $ 351,915,805 |
Fair Value, Inputs, Level 1 [Member] | Warrant Liability - Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | |||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Treasury Securities | |||
Fair Value, Inputs, Level 2 [Member] | Warrant Liability - Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | 29,000 | 7,250 | |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Treasury Securities | |||
Fair Value, Inputs, Level 3 [Member] | Warrant Liability - Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | $ 7,250 | $ 420,500 |
Schedule of Quantitative Inform
Schedule of Quantitative Information in Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member] | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 10.68 | 10.33 | 9.78 |
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 11.50 | 11.50 | 11.50 |
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 5.10 | 5.85 | |
Measurement Input | 5 years 5 months 15 days | 5 years 1 month 6 days | |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 7 | 4.40 | 9.7 |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 4.01 | 3.91 | 1.33 |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0 | 0 | 0 |
Schedule of Reconciliation of_2
Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in Balance Sheet (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||||
Gross proceeds | $ 345,000,000 | |||
Proceeds allocated to Public Warrants | (12,592,500) | |||
Class A ordinary share issuance costs | (20,490,317) | |||
Accretion of carrying value to redemption value | $ 2,082,587 | $ 4,964,000 | 39,982,817 | |
Class A ordinary share subject to possible redemption | 356,864,000 | $ 351,900,000 | 351,900,000 | |
Class A ordinary share subject to possible redemption | $ 25,675,938 | $ 356,864,000 | $ 351,900,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 10 Months Ended | ||||||||||
Jun. 20, 2023 shares | Apr. 07, 2023 USD ($) | Mar. 29, 2023 USD ($) | Jan. 30, 2023 shares | Dec. 15, 2023 USD ($) $ / shares shares | Jun. 30, 2023 shares | Jan. 26, 2023 shares | Jan. 20, 2023 shares | Jan. 12, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Subsequent Event [Line Items] | |||||||||||
Conversion ratio | 1 | ||||||||||
Issuance of Class B ordinary shares to Sponsor, Shares | 750,000 | ||||||||||
Forecast [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of public shares outstanding | 2,383,053 | ||||||||||
Number of ordinary shares, shareholders exercised their right to redeem | 32,116,947 | ||||||||||
Amount removed from the Trust Account to pay holders | $ | $ 332,000,000 | ||||||||||
Price per public share | $ / shares | $ 10.34 | ||||||||||
Amount remain in the Trust Account | $ | $ 25,000,000 | ||||||||||
Common Class B [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of public shares outstanding | 0 | 0 | 11,983,333 | 11,983,333 | |||||||
Ordinary shares, shares issued | 0 | 0 | 11,983,333 | 11,983,333 | |||||||
Common Class A [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of public shares outstanding | 47,933,333 | 13,433,333 | 1,450,000 | 1,450,000 | |||||||
Ordinary shares, shares issued | 47,933,333 | 13,433,333 | 1,450,000 | 1,450,000 | |||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion ratio | 1 | ||||||||||
Number of public shares outstanding | 47,933,333 | ||||||||||
Past due fee balance | $ | $ 151,000 | ||||||||||
Market value of listed securities | $ | $ 50,000,000 | ||||||||||
Subsequent Event [Member] | Founder shares [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of public shares outstanding | 11,983,333 | ||||||||||
Ordinary shares, shares issued | 11,983,333 | ||||||||||
Subsequent Event [Member] | Common Class B [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares cancelled | 11,983,333 | ||||||||||
Number of public shares outstanding | 0 | ||||||||||
Ordinary shares, shares issued | 0 | ||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of Class B ordinary shares to Sponsor, Shares | 11,983,333 | ||||||||||
Number of public shares outstanding | 47,933,333 | 35,950,000 | |||||||||
Ordinary shares, shares issued | 47,933,333 | 35,950,000 |