Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Insight Acquisition Corp. /DE |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001862463 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 171,583 | $ 877,937 | |
Restricted cash | 306,096 | ||
Prepaid expenses | 86,173 | 367,219 | 876,317 |
Total current assets | 1,433,269 | 538,802 | 1,754,254 |
Investments held in Trust Account | 10,426,124 | 244,314,622 | 241,187,929 |
Total Assets | 11,859,393 | 244,853,424 | 242,942,183 |
Current liabilities: | |||
Accounts payable | 51,055 | 128,835 | 34,332 |
Accrued expenses | 518,002 | 68,216 | 155,963 |
Due to investor | 150,000 | ||
Income tax payable | 671,759 | 467,991 | |
Excise tax payable | 2,348,302 | ||
Franchise tax payable | 157,200 | 149,041 | 140,274 |
Total current liabilities | 4,626,318 | 899,083 | 340,569 |
Deferred tax liability | 156,593 | ||
Deferred underwriting commissions in connection with the Initial Public Offering | 6,600,000 | 12,000,000 | 12,000,000 |
Derivative liabilities | 673,805 | 84,890 | 10,796,190 |
Total Liabilities | 11,900,123 | 13,140,566 | 23,136,759 |
Commitments and Contingencies | |||
Stockholders’ Deficit: | |||
Preferred stock,Value | |||
Additional paid-in capital | |||
Accumulated deficit | (11,262,854) | (11,885,332) | (21,395,176) |
Total stockholders’ deficit | (11,262,254) | (11,884,732) | (21,394,576) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 11,859,393 | 244,853,424 | 242,942,183 |
Class A Common Stock | |||
Current liabilities: | |||
Common stock subject to possible redemption | 11,221,524 | 243,597,590 | 241,200,000 |
Stockholders’ Deficit: | |||
Common stock value | 510 | ||
Class B Common Stock | |||
Stockholders’ Deficit: | |||
Common stock value | 90 | 600 | 600 |
Related Party | |||
Current assets: | |||
Due from related party | 1,041,000 | ||
Current liabilities: | |||
Accrued expenses – related party | 85,000 | $ 10,000 | |
Due to related party | $ 730,000 | $ 85,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | ||
Preferred stock shares outstanding | ||
Class A Common Stock | ||
Class A common stock, shares subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A common stock, shares subject to possible redemption emption | 1,000,945 | 24,000,000 |
Class A common stock, shares subject to possible redemption per share (in Dollars per share) | $ 11.21 | $ 10.14 |
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 5,100,000 | 0 |
Common stock shares outstanding | 5,100,000 | 0 |
Class B Common Stock | ||
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 900,000 | 6,000,000 |
Common stock shares outstanding | 900,000 | 6,000,000 |
Previously Reported [Member] | Class A Common Stock | ||
Class A common stock, shares subject to possible redemption per share (in Dollars per share) | $ 11.21 | $ 10.15 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
General and administrative expenses | $ 450,375 | $ 278,380 | $ 452,844 | $ 1,372,947 | $ 1,030,966 | $ 1,305,836 |
Franchise tax expenses | 50,000 | 49,863 | 140,274 | 150,000 | 147,995 | 205,992 |
Loss from operations | (575,375) | (328,243) | (593,118) | (1,747,947) | (1,178,961) | (1,511,828) |
Other income (expense): | ||||||
Change in fair value of derivative liabilities | 7,245 | 1,790,500 | 2,237,915 | (588,915) | 8,726,170 | 10,711,300 |
Offering costs associated with derivative warrant liabilities | (667,601) | |||||
Gain from expiration of over-allotment option | 29,522 | |||||
Change in fair value of Forward Purchase Agreement Liability | 8,035 | 86,369 | ||||
Gain on investments held in Trust Account | 384,239 | 1,170,566 | (12,071) | 2,898,987 | 1,299,387 | 3,332,546 |
Gain on forgiveness of deferred underwriting fee payable | 273,110 | |||||
Total other income, net | 399,519 | 2,961,066 | 1,587,765 | 2,669,551 | 10,025,557 | 14,043,846 |
(Loss) income before income tax expense | (175,856) | 2,632,823 | 994,647 | 921,604 | 8,846,596 | 12,532,018 |
Income tax expense | (51,725) | (241,792) | (637,175) | (241,792) | (624,584) | |
Net (loss) income | $ (227,581) | $ 2,391,031 | $ 994,647 | $ 284,429 | $ 8,604,804 | $ 11,907,434 |
Class A Redeemable Common Stock | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding, basic (in Shares) | 2,366,608 | 24,000,000 | 7,637,976 | 24,000,000 | ||
Basic net (loss) income per common share (in Dollars per share) | $ (0.03) | $ 0.08 | $ 0.02 | $ 0.29 | ||
Class A Non-Redeemable Common Stock | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding, basic (in Shares) | 5,100,000 | 3,605,495 | ||||
Basic net (loss) income per common share (in Dollars per share) | $ (0.03) | $ 0.02 | ||||
Class B Common Stock | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding, basic (in Shares) | 900,000 | 6,000,000 | 6,000,000 | 2,400,000 | 6,000,000 | 6,000,000 |
Basic net (loss) income per common share (in Dollars per share) | $ (0.03) | $ 0.08 | $ 0.06 | $ 0.02 | $ 0.29 | $ 0.4 |
Class A Common Stock | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding, basic (in Shares) | 10,875,000 | 24,000,000 | ||||
Basic net (loss) income per common share (in Dollars per share) | $ 0.06 | $ 0.4 | ||||
Related Party | ||||||
General and administrative expenses - related party | $ 75,000 | $ 225,000 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class A Redeemable Common Stock | ||||||
Weighted average shares outstanding, diluted | 2,366,608 | 24,000,000 | 7,637,976 | 24,000,000 | ||
Diluted net (loss) income per common share | $ (0.03) | $ 0.08 | $ 0.02 | $ 0.29 | ||
Class A Non-Redeemable Common Stock | ||||||
Weighted average shares outstanding, diluted | 5,100,000 | 3,605,495 | ||||
Diluted net (loss) income per common share | $ (0.03) | $ 0.02 | ||||
Class B Common Stock | ||||||
Weighted average shares outstanding, diluted | 900,000 | 6,000,000 | 6,000,000 | 2,400,000 | 6,000,000 | 6,000,000 |
Diluted net (loss) income per common share | $ (0.03) | $ 0.08 | $ 0.06 | $ 0.02 | $ 0.29 | $ 0.40 |
Class A Common Stock | ||||||
Weighted average shares outstanding, diluted | 10,875,000 | 24,000,000 | ||||
Diluted net (loss) income per common share | $ 0.06 | $ 0.40 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Apr. 19, 2021 | |||||
Balance (in Shares) at Apr. 19, 2021 | |||||
Issuance of Class B common stock to Sponsor | $ 690 | 24,310 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 6,900,000 | ||||
Excess of cash received over fair value of private placement warrants | 3,219,000 | 3,219,000 | |||
Contribution from Sponsor upon transferring Founder Shares to anchor investors | 3,199,500 | 3,199,500 | |||
Forfeiture of Class B common stock from Sponsor (as revised) | $ (90) | 90 | |||
Forfeiture of Class B common stock from Sponsor (as revised) (in Shares) | (900,000) | ||||
Accretion of Class A common stock subject to redemption value | (6,442,810) | (22,389,913) | (28,832,723) | ||
Net income (loss) | 994,647 | 994,647 | |||
Balance at Dec. 31, 2021 | $ 600 | (21,395,176) | (21,394,576) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,000,000 | ||||
Net income (loss) | 3,379,497 | 3,379,497 | |||
Balance at Mar. 31, 2022 | $ 600 | (18,015,679) | (18,015,079) | ||
Balance (in Shares) at Mar. 31, 2022 | 6,000,000 | ||||
Balance at Dec. 31, 2021 | $ 600 | (21,395,176) | (21,394,576) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,000,000 | ||||
Net income (loss) | 8,604,804 | ||||
Balance at Sep. 30, 2022 | $ 600 | (13,438,998) | (13,438,398) | ||
Balance (in Shares) at Sep. 30, 2022 | 6,000,000 | ||||
Balance at Dec. 31, 2021 | $ 600 | (21,395,176) | (21,394,576) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,000,000 | ||||
Accretion of Class A common stock subject to redemption value | (2,397,590) | (2,397,590) | |||
Net income (loss) | 11,907,434 | 11,907,434 | |||
Balance at Dec. 31, 2022 | $ 600 | (11,885,332) | (11,884,732) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,000,000 | ||||
Balance at Mar. 31, 2022 | $ 600 | (18,015,679) | (18,015,079) | ||
Balance (in Shares) at Mar. 31, 2022 | 6,000,000 | ||||
Net income (loss) | 2,834,276 | 2,834,276 | |||
Balance at Jun. 30, 2022 | $ 600 | (15,181,403) | (15,180,803) | ||
Balance (in Shares) at Jun. 30, 2022 | 6,000,000 | ||||
Accretion of Class A common stock subject to redemption value | (648,626) | (648,626) | |||
Net income (loss) | 2,391,031 | 2,391,031 | |||
Balance at Sep. 30, 2022 | $ 600 | (13,438,998) | (13,438,398) | ||
Balance (in Shares) at Sep. 30, 2022 | 6,000,000 | ||||
Balance at Dec. 31, 2022 | $ 600 | (11,885,332) | (11,884,732) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,000,000 | ||||
Accretion of Class A common stock subject to redemption value | 3,628,151 | 3,628,151 | |||
Contributions from Sponsor | 100,000 | 100,000 | |||
Initial Value of Forward Purchase Agreement | (86,369) | (86,369) | |||
Class B common stock converted to Class A common stock on a one for one basis | $ 510 | $ (510) | |||
Class B common stock converted to Class A common stock on a one for one basis (in Shares) | 5,100,000 | (5,100,000) | |||
Net income (loss) | 895,469 | 895,469 | |||
Balance at Mar. 31, 2023 | $ 510 | $ 90 | 13,631 | (7,361,712) | (7,347,481) |
Balance (in Shares) at Mar. 31, 2023 | 5,100,000 | 900,000 | |||
Balance at Dec. 31, 2022 | $ 600 | (11,885,332) | (11,884,732) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,000,000 | ||||
Net income (loss) | 284,429 | ||||
Balance at Sep. 30, 2023 | $ 510 | $ 90 | (11,262,854) | (11,262,254) | |
Balance (in Shares) at Sep. 30, 2023 | 5,100,000 | 900,000 | |||
Balance at Mar. 31, 2023 | $ 510 | $ 90 | 13,631 | (7,361,712) | (7,347,481) |
Balance (in Shares) at Mar. 31, 2023 | 5,100,000 | 900,000 | |||
Accretion of Class A common stock subject to redemption value | (13,631) | (240,334) | (253,965) | ||
Excise tax payable | (2,156,214) | (2,156,214) | |||
Net income (loss) | (383,459) | (383,459) | |||
Balance at Jun. 30, 2023 | $ 510 | $ 90 | (10,141,719) | (10,141,119) | |
Balance (in Shares) at Jun. 30, 2023 | 5,100,000 | 900,000 | |||
Accretion of Class A common stock subject to redemption value | (701,466) | (701,466) | |||
Excise tax payable | (192,088) | (192,088) | |||
Net income (loss) | (227,581) | (227,581) | |||
Balance at Sep. 30, 2023 | $ 510 | $ 90 | $ (11,262,854) | $ (11,262,254) | |
Balance (in Shares) at Sep. 30, 2023 | 5,100,000 | 900,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 994,647 | $ 284,429 | $ 8,604,804 | $ 11,907,434 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of derivative liabilities | (2,237,915) | 588,915 | (8,726,170) | (10,711,300) |
Offering costs associated with derivative warrant liabilities | 667,601 | |||
Gain on investments held in Trust Account | 12,071 | (2,898,986) | (1,299,387) | (3,332,546) |
Deferred tax expense | 156,593 | |||
Gain from expiration of over-allotment option | (29,522) | |||
Gain on forgiveness of deferred underwriting fee payable | (273,110) | |||
Change in fair value of forward purchase agreement | (86,369) | |||
Deferred tax benefit | (156,593) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (876,317) | 281,046 | 360,348 | 509,098 |
Accounts payable | 12,957 | (77,780) | 125,353 | 94,503 |
Accrued expenses | 449,786 | |||
Accrued expenses – related party | 80,963 | (2,746) | 72,253 | |
Due to related party | 225,000 | |||
Due from related party | (891,000) | |||
Income tax payable | 203,768 | 241,792 | 467,991 | |
Franchise tax payable | 140,274 | 8,159 | (49,230) | 8,767 |
Net cash used in operating activities | (1,235,241) | (2,342,735) | (745,236) | (827,207) |
Cash Flows from Investing Activities: | ||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 2,457,248 | 205,853 | ||
Cash withdrawn from Trust Account in connection with redemption | 234,830,236 | |||
Cash withdrawn from Trust Account | 205,853 | |||
Cash deposited in Trust Account | (241,200,000) | (500,000) | ||
Net cash provided by investing activities | (241,200,000) | 236,787,484 | 205,853 | 205,853 |
Cash Flows from Financing Activities: | ||||
Contributions from Sponsor | 100,000 | |||
Due to related party | 420,000 | |||
Proceeds from note payable to related party | 25,000 | |||
Repayment of note payable to related party | (163,132) | |||
Proceeds received from initial public offering, gross | 240,000,000 | |||
Proceeds received from private placement | 8,700,000 | |||
Offering costs paid | (5,248,690) | (85,000) | (85,000) | |
Redemption of common stock | (234,830,236) | |||
Net cash used in financing activities | 243,313,178 | (234,310,236) | (85,000) | (85,000) |
Net change in cash and restricted cash | 877,937 | 134,513 | (624,383) | (706,354) |
Cash and restricted cash – beginning of the period | 171,583 | 877,937 | 877,937 | |
Total cash and restricted cash – end of the period | 877,937 | 306,096 | 253,554 | 171,583 |
Supplemental disclosure of noncash activities: | ||||
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 | |||
Offering costs included in accounts payable | 21,375 | |||
Offering costs included in accrued expenses | 85,000 | |||
Offering costs paid by Sponsor under note payable – related party | 138,132 | |||
Deferred underwriting commissions in connection with the Initial Public Offering | $ 12,000,000 | |||
Cash | 253,554 | |||
Restricted Cash | 306,096 | |||
Forgiveness of deferred underwriting fee payable | 5,126,890 | |||
Value of excise tax liability | 2,348,302 | |||
Increase in Due to Investor | $ 150,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Insight Acquisition Corp. (the “Company”) was incorporated in Delaware on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 1, 2021. On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (“Odeon”), respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, 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% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) 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 stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.05 per Public Share plus pro rata interest earned in Trust Account). The per -share The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre -initial The Anchor Investors are not entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company is unable to complete a Business Combination by December 7, 2023 (the “Combination Period”), or up to June 7, 2024 provided the Company extends the Combination Period to the fullest extent, as further as noted below, 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 On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders. At the Special Meeting, the Company’s stockholders were asked to vote on the following items: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51 -1 -for-one On March 28, 2023, the board of directors of the Company approved a one -month -month On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase the Company’s Class A Common Stock from holders (other than the Company or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by the Company in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 On April 3, 2023, the Company entered into a Business Combination Agreement (“Avila BCA”) with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8 -K On April 18, 2022, the Company received a notification from the New York Stock Exchange (“NYSE”) that it was in violation of NYSE requirements as it had failed to timely file its Annual Report on Form10 -K -K -K -Kand On April 27, 2023, the Company issued a press release reporting that the Company will transfer the listing of its securities to The Nasdaq Stock Market. In the press release, the Company stated that its securities will commence trading on Nasdaq upon the market open on Tuesday, May 2, 2023. The Company’s Class A common stock will continue trading under the ticker symbol “INAQ” on the Nasdaq Global Market and the Company’s units and warrants will continue trading under the ticker symbols “INAQU” and “INAQW,” respectively, on the Nasdaq Capital Market. On May 24, 2023, the Company received a notification from The Nasdaq Stock Market (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5250I(1) as it had failed to timely file its Quarterly Report on Form 10 -Q -Q -Q -Q On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one -month As approved by its stockholders at the annual meeting of stockholders held on September 6, 2023 (the “Annual Meeting”), the Company filed a Second Amendment (the “Second Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on September 6, 2023 to modify the terms and extend Combination Period by which the Company has to consummate an initial business combination (the “Business Combination”) from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one -month On September 7, 2023, October 7, 2023 and November 7, 2023 the Company deposited $20,000 into the Trust Account, on each date, to extend the Business Combination Period from September 7, 2023 to December 7, 2023. Effective as of October 13, 2023, the Company, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The Board of Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8 -K The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, 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 agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 $10.05. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 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 is not determinable as of the date of these unaudited condensed financial statements. 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 unaudited condensed financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. The Company held a meeting on March 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period, from March 7, 2023, monthly for up to six additional months at the election of the Company, ultimately until as late as September 7, 2023 (the “Extension”, and such extension date the “Extended Date”). In connection with the March 6, 2023 meeting, 21,151,393 As a result, the Company booked a liability of $2,348,302 for the excise tax based on 1% of shares redeemed during the reporting period. For interim periods, an entity is not required to estimate future stock repurchases and stock issuances to measure its excise tax obligation. Rather, an entity can generally record the obligation on an as -incurred Pursuant to the AM BCA, (i) in the event the business combination contemplated by the AM BCA occurs, then the surviving company shall pay the Company’s excise tax liability; (ii) if Alpha Modus does not obtain its shareholders approval of the business combination, or Alpha Modus breaches the AM BCA, then Alpha Modus will be responsible to pay the Company’s excise tax liability; and (iii) if an Alpha Modus material adverse effect occurs and the business combination does not close, or if Alpha Modus fails to close the business combination for any reason other than a material breach by the Company, then Alpha Modus will be responsible to pay the Company’s excise tax liability. In all other circumstances the Company will be responsible to pay the Company’s excise tax liability, except if the Company liquidates prior to December 31, 2023, in which event there will be no excise tax liability. The Company will not use any of the funds held in the Trust Account and any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay for the Company’s excise tax liability. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax by the Company have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Liquidity and Going Concern As of September 30, 2023, the Company had approximately $0 in its operating bank account available to pay operating expenses and working capital deficit of approximately $3,193,049. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 3), and the loan from the Sponsor of approximately $163,000 under the Note (as defined in Note 4). The Company repaid $157,000 of Note balance on September 7, 2021 and repaid the remaining balance of approximately $6,000 in full on September 13, 2021, at which time the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. 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, provide the Company Working Capital Loans (see Note 4). As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans. On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one -month In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15 | Note 1 — Description of Organization and Business Operations Insight Acquisition Corp. (the “Company”) was incorporated in Delaware on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 1, 2021. On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (“Odeon”), respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, 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% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) 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 stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.05 per Public Share plus pro rata interest earned in Trust Account). The per -share The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre -initial The Anchor Investors are not entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company is unable to complete a Business Combination by May 7, 2023 (the “Combination Period”), which may be extended by the board of directors in its sole discretion on a monthly basis up to and including September 7, 2023. If the Company is unable to complete its initial business combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, 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 agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 $10.05. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 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 is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Liquidity and Going Concern As of December 31, 2022, the Company had approximately $172,000 in its operating bank account and a working capital deficit of approximately $360,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 3), and the loan from the Sponsor of approximately $163,000 under the Note (as defined in Note 4). The Company repaid $157,000 of Note balance on September 7, 2021 and repaid the remaining balance of approximately $6,000 in full on September 13, 2021, at which time the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. 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, provide the Company Working Capital Loans (see Note 4). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form10 -K Cash and Cash Equivalents The Company considers all short -term no Restricted Cash The Company has approximately $306,096 of restricted cash to be used to pay for taxes as of September 30, 2023. There was no restricted cash balance as of December 31, 2022. 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. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. 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. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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,” equals or approximates the carrying amounts represented in the condensed balance sheets, except for the derivative liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non -current The Company granted the underwriters a 45 -day -allotments -allotment -Scholes -allotment The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk -free Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current 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 statement 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. Deferred tax assets were offset by a full valuation allowance as of September 30, 2023 and December 31, 2022. The deferred tax liability as of September 30, 2023 and December 31, 2022 was $0 and $156,593, respectively. 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. Tax expense of approximately $52,000 and $242,000 was recognized for the three months ended September 30, 2023 and 2022, respectively, and amounts of approximately $637,000 and $242,000 were recognized for the nine months ended September 30, 2023 and 2022, respectively. There were no No Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,000,945 and 24,000,000 shares of Class A common stock subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 -dilutive The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (64,374 ) $ (138,726 ) $ (24,481 ) $ 1,912,825 $ 478,206 Denominator: Basic and diluted weighted average common shares outstanding 2,366,608 5,100,000 900,000 24,000,000 6,000,000 Basic and diluted net (loss) income per common share $ (0.03 ) $ (0.03 ) $ (0.03 ) $ 0.08 $ 0.08 For the Nine Months Ended 2023 2022 Class A Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 159,231 $ 75,165 $ 50,033 $ 6,883,843 $ 1,720,961 Denominator: Basic and diluted weighted average common shares outstanding 7,637,976 3,605,495 2,400,000 24,000,000 6,000,000 Basic and diluted net income per common share $ 0.02 $ 0.02 $ 0.02 $ 0.29 $ 0.29 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. | Note 3 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars 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. Cash and Cash Equivalents The Company considers all short -term no Concentration of Credit Risk The Company has significant cash balances at financial institutions, which throughout the year regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds 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 these securities are included in net gain (loss) on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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,” equals or approximates the carrying amounts represented in the balance sheets, except for the derivative liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non -current The Company granted the underwriters a 45 -day -allotments -allotment -Scholes -allotment Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current 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 statement 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. Deferred tax assets were offset by a full valuation allowance as of December 31, 2022 and 2021. 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 Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 24,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 9,525,947 $ 2,381,487 $ 654,633 $ 340,014 Denominator: Basic and diluted weighted average common shares outstanding 24,000,000 6,000,000 10,875,000 6,000,000 Basic and diluted net income per common share $ 0.40 $ 0.40 $ 0.06 $ 0.06 Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3 — Initial Public Offering On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Each Unit consists of one share of Class A common stock, and one -half Of the 24,000,000 Units sold in the Initial Public Offering, 23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company management (the “Anchor Investors”). In connection with the sale of Units to the Anchor Investors, the Sponsor transferred an aggregate of 1,350,000 of the Company’s Class B common stock held by the Sponsor (the “Founder Shares”) to the Anchor Investors at a price of approximately $0.004 per Founder Share. The Company determined that the excess of the fair value of the Founder Shares acquired by the Anchor Investors over the price paid by such Anchor Investors should be recognized as an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A. The Company estimated the fair value of the Founder Shares sold to the Anchor Investors to be $2.37 per share or an aggregate of approximately $3.2 million, based on third -party The Company granted the underwriters a 45 -day -allotments -allotment | Note 4 — Initial Public Offering On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. Each Unit consists of one share of Class A common stock, and one -half Of the 24,000,000 Units sold in the Initial Public Offering, 23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company management (the “Anchor Investors”). In connection with the sale of Units to the Anchor Investors, the Sponsor transferred an aggregate of 1,350,000 of the Company’s Class B common stock held by the Sponsor (the “Founder Shares”) to the Anchor Investors at a price of approximately $0.004 per Founder Share. The Company determined that the excess of the fair value of the Founder Shares acquired by the Anchor Investors over the price paid by such Anchor Investors should be recognized as an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A. The Company estimated the fair value of the Founder Shares sold to the Anchor Investors to be $2.37 per share or an aggregate of approximately $3.2 million, based on third -party The Company granted the underwriters a 45 -day -allotments -allotment |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On May 5, 2021, the Sponsor paid for certain offering costs totaling $25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Founder Shares, par value $0.0001 per share. On July 29, 2021, the Company effected a 1:1.1162791 stock split of Class B common stock, resulting in an aggregate of 6,900,000 -allotment -allotment The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Contributed Capital During the quarter ended March 31, 2023, the Sponsor contributed $100,000 to the Company for no consideration. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,500,000 and 1,200,000 Private Placement Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non -redeemable The Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On April 30, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non -interest 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Services Agreement On September 1, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of the Company’s management team until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation. For the three and nine months ended September 30, 2023, the Company incurred approximately $30,000 and $90,000, respectively, under the services agreement in the condensed statements of operations. For the three and nine months ended September 30, 2022, the Company incurred approximately $30,000 and $90,000, respectively, under the services agreement in the condensed statements of operations. As of September 30, 2023 and December 31, 2022, $130,000 and $45,000 were included in due to related party on the condensed balance sheets, respectively. The board of directors has also approved payments of up to $15,000 per month, through the earlier of the consummation of the Company’s initial Business Combination or its liquidation, to members of the Company’s management team for services rendered to the Company. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket incurred approximately $45,000 and $135,000, respectively, under the services agreement in the condensed statements of operations. As of September 30, 2023 and December 31, 2022, $180,000 and $45,000 were included in due to related party on the condensed balance sheets, respectively. Promissory Note — Related Party On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one -month Due to related party As of September 30, 2023, the Sponsor advanced a total of $420,000 to the Company of which $400,000 was deposited to the Trust to extend the Business Combination Period from April 7, 2023 to September 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on March 6, 2023 allowing the Company to consummate an initial business combination from March 7, 2023 to September 7, 2023, provided that the Company deposits the lesser of $80,000 and $0.04 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one -month -month Due from related party On July 20, 2023 and August 7, 2023, a total of $891,000 was transferred to the Sponsor from the operating bank account and $150,000 is due from the Sponsor related to the subscription agreement as noted in Note 6, of which a total of $891,000 was paid back on October 10, 2023, October 11, 2023 and November 2, 2023. As of September 30, 2023 and December 31, 2022, $1,041,000 and $0 were included in due from related party on the condensed balance sheets, respectively. | Note 5 — Related Party Transactions Founder Shares On May 5, 2021, the Sponsor paid for certain offering costs totaling $25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Founder Shares, par value $0.0001 per share. On July 29, 2021, the Company effected a 1:1.1162791 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. In connection with the sale of Units to the Anchor Investors, the Sponsor transferred 1,350,000 Founder Shares to the Anchor Investors, as described in Note 3, above. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over -allotment -allotment The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,500,000 and 1,200,000 Private Placement Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non -redeemable The Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On April 30, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non -interest 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Services Agreement On September 1, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of the Company’s management team until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company incurred approximately $120,000 and $40,000, respectively, under the services agreement in the statements of operations. As of December 31, 2022 and 2021, $40,000 and $10,000, respectively, was included in accrued expenses — related party on the balance sheets. The board of directors has also approved payments of up to $15,000 per month, through the earlier of the consummation of the Company’s initial business combination or its liquidation, to members of the Company’s management team for services rendered to the Company. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. If the underwriters’ over -allotment -allotment -allotment -allotment On March 28, 2023, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $5.4 million of its $8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination. As a result, the Company recognized $273,110 of gain on forgiveness of underwriting fee payable and $5,126,890 toward Class A redeemable shares in relation to the forgiveness of the deferred underwriter fee allocated to the underwriter in the accompanying consolidated financial statements. In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $3.0 million will be payable upon the consummation of the business combination. As of September 30, 2023 and December 31, 2022, $6,600,000 and $12,000,000 were outstanding under deferred underwriting fee payable, respectively. Forward Share Purchase Agreement On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase shares of SPAC Class A Common Stock from holders (other than SPAC or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 Business Combination Agreements On April 3, 2023, the Company entered into a Business Combination Agreement with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8 -K On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or Effective as of October 13, 2023, the Company, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The Board of Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8 -K Subscription Agreement On August 30, 2023, the Company, Sponsor and Polar Multi -Strategy In consideration of the funds received, the Company will issue, at the closing of its business combination, to Polar one (1) shares of the company’s Class A Common Stock for each dollar Polar funds through the Capital Calls (“Subscription Shares”). The Subscription Shares shall not be subject to any transfer restrictions or any other lock -up In the event the Sponsor of the Company default in their obligations under the Subscription Agreement (a “Default”), then the Sponsor shall be required to transfer to Polar 0.1 | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. If the underwriters’ over -allotment -allotment On October 16, 2021, the over -allotment -allotment |
Class A Shares of Common Stock
Class A Shares of Common Stock Subject to Possible Redemption | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class A Shares of Common Stock Subject to Possible Redemption [Abstract] | ||
Class A Shares of Common Stock Subject to Possible Redemption | Note 6 — Class A Shares of Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 of Class A Common Stock subject to possible redemption will remain issued and outstanding. As of September 30, 2023 and December 31, 2022, there were 1,000,945 and 24,000,000 The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 240,000,000 Less: Fair value of Public Warrants at issuance (7,582,627 ) Offering costs allocated to Class A common stock subject to possible redemption (20,050,096 ) Plus: Accretion on Class A common stock subject to possible redemption amount 31,230,313 Class A common stock subject to possible redemption at December 31, 2022 243,597,590 Less: Redemptions (234,830,236 ) Accretion of carrying value to redemption value (2,672,720 ) Plus: Waiver of underwriting fee allocated to Class A Common Stock 5,126,890 Class A common stock subject to possible redemption at September 30, 2023 $ 11,221,524 | Note 7 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 24,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 240,000,000 Less: Fair value of Public Warrants at issuance (7,582,627 ) Offering costs allocated to Class A common stock subject to possible redemption (20,050,096 ) Plus: Accretion on Class A common stock subject to possible redemption amount 28,832,723 Class A common stock subject to possible redemption at December 31, 2021 241,200,000 Increase in redemption value of Class A common stock subject to possible redemption 2,397,590 Class A common stock subject to possible redemption at December 31, 2022 $ 243,597,590 |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit [Abstract] | ||
Stockholders’ Deficit | Note 7 — Stockholders’ Deficit Preferred Stock — no Class A Common Stock — Class B Common Stock — Common stockholders of record are entitled to one The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked -converted redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity -linked -linked -for-one | Note 8 — Stockholders’ Deficit Preferred Stock — no Class A Common Stock — Class B Common Stock — Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one adjustment as provided herein. In the case that additional shares of Class A common stock or equity -linked -converted -linked -linked -for-one |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
Warrants | Note 8 — Warrants As of September 30, 2023 and December 31, 2022, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non -redeemable Redemption of warrants. • • • • -trading | Note 9 — Warrants As of December 31, 2022 and 2021, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non -redeemable Redemption of warrants. • • • • 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2023 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 10,426,124 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 390,600 $ — Derivative liabilities-private warrants $ — $ 283,205 $ — December 31, 2022 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 244,314,622 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 49,200 $ — Derivative liabilities-private warrants $ — $ 35,690 $ — Transfers to/from Levels Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black -Scholes The initial fair value and the value of the Forward Purchase Agreement liability (previously recorded) issued was estimated using a Put Option Pricing model, which that were analyzed and incorporated into the model included the put price, the risk -free Valuation Date Common Probability Maximum Risk Free Implied 3/29/2023 $ 10.35 14.00 % 3.74 3.74 % 2.90 % 3/31/2023 $ 10.22 14.00 % 3.73 3.68 % 3.50 % 6/30/2023 $ 10.43 14.00 % 3.48 3.74 % 2.30 % Description Carrying Change Carrying Liabilities: Forward Purchase Agreement $ 86,369 $ (86,369 ) $ — The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023. As of September 30, 2023 the liability related to the Forward Purchase Agreement was completely derecognized. | Note 11 — Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 244,314,622 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 49,200 $ — Derivative liabilities-private warrants $ — $ 35,690 $ — December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 241,187,929 $ — $ — Liabilities: Derivative liabilities-public warrants $ 6,240,000 $ — $ — Derivative liabilities-private warrants $ — $ — $ 4,556,190 Transfers to/from Levels Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black -Scholes -allotment -Scholes The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed, traded and deemed economically equivalent, and over -allotment -Scholes -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, Exercise price $ 11.50 Stock price $ 9.77 Volatility 10.0 % Risk-free rate 1.31 % Dividend yield 0.0 % The change in the fair value of the Level 3 derivative warrant liabilities for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative liabilities at December 31, 2021 $ 4,556,190 Change in fair value of derivative warrant liabilities (3,686,170 ) Transfer to Level 2 (870,020 ) Derivative liabilities at December 31, 2022 $ — Derivative liabilities at April 20, 2021 (inception) $ — Issuance of Public and Private Warrants 13,041,000 Over-allotment option 22,627 Transfer of Public Warrants to Level 1 (8,160,000 ) Change in fair value of derivative warrant liabilities (347,437 ) Derivative liabilities at December 31, 2021 $ 4,556,190 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company, other than as described below, did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 10, 2023, October 11, 2023 and November 2, 2023 the Sponsor paid back a total of $891,000 of the amounts transferred on July 20 ,2023 and August 7, 2023 (see Note 4). On November 6, 2023, the Company and the Sponsor entered into a written agreement (the “Rescission Agreement”) to rescind and nullify that certain promissory note in the principal amount of $480,000 and executed on August 17, 2023 (the “Note”) pursuant to which the Company agreed to pay the Sponsor the principal amount of $480,000 subject to the terms and conditions of the Note. Upon execution and delivery of the Rescission Agreement, the Note, in its entirety, is hereby irrevocably rescinded, abrogated, cancelled and rendered null and void ab initio and of no force or effect whatsoever, and the positions among the Company and the Sponsor shall be restored to what would have existed had they not entered into the Note. On November 7, 2023 the Company deposited $20,000 into the Trust Account to extend the Business Combination Period from November 7, 2023 to December 7, 2023. | Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events except for those events described below that would have required adjustment or disclosure in the financial statements. On January 25, 2023, the Company’s public warrants delisted from the New York Stock Exchange. On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders. At the Special Meeting, the Company’s stockholders were asked to vote on the following items: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51 -1 -for-one In connection with the Extension, the holders of 21,151,393 Class A common shares, representing approximately 88.1% of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $28,744,831 will remain in the trust account and 2,848,607 shares of Class A Common Stock will remain issued and outstanding. On March 28, 2023, the board of directors of the Company approved a one -month On April 3, 2023, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $5.4 million of its $8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $3.0 million will be payable upon the consummation of the business combination. On April 3, 2023, the Company entered into a proposed business combination with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The proposed business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8 -K |
Revision to Previously Reported
Revision to Previously Reported Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Revision to Previously Reported Financial Statements [Abstract] | |
Revision to Previously Reported Financial Statements | Note 2 — Revision to Previously Reported Financial Statements The Company granted the underwriters a 45 -day -allotments -allotment -allotment -K The Company’s management concluded that the financial statements included in the Annual 10 -K -Qs Impact of the Revision The impact of the revision to the line items on the balance sheets and statements of changes in stockholders’ deficit for the affected periods are presented below. The revision had no impact on the statements of operations or the statements of cash flows. There was no impact on the Company’s total assets or total stockholders’ deficit as reported on the balance sheets. Balance Sheet: December 31, 2021: As of December 31, 2021 As Previously Reported Adjustment As Revised Class B common stock $ 690 $ (90 ) $ 600 Accumulated deficit $ (21,395,266 ) $ 90 $ 21,395,176 Shares of Class B common stock 6,900,000 (900,000 ) 6,000,000 March 31, 2022 (unaudited): As of March 31, 2022 As Previously Reported Adjustment As Revised Class B common stock 690 (90 ) 600 Accumulated deficit (18,015,769 ) 90 (18,015,679 ) Shares of Class B common stock 6,900,000 (900,000 ) 6,000,000 June 30, 2022 (unaudited): As of June 30, 2022 As Previously Reported Adjustment As Revised Class B common stock $ 690 $ (90 ) $ 600 Accumulated deficit (15,181,493 ) 90 (15,181,403 ) Shares of Class B common stock 6,900,000 (900,000 ) 6,000,000 September 30, 2022 (unaudited): As of September 30, 2022 As Previously Reported Adjustment As Revised Class B common stock $ 690 $ (90 ) $ 600 Accumulated deficit (13,439,088 ) 90 (13,438,998 ) Shares of Class B common stock 6,900,000 (900,000 ) 6,000,000 Statement of Changes in Stockholders’ Deficit: Common Stock Accumulated Deficit Total Class A Class B Class B Class B Additional As Adjustment Revised Shares Amount Shares Amount Shares Amount Shares Amount Balance – April 20, 2021 — $ — — $ — — $ — — $ — $ — $ — $ — $ — $ — Issuance of Class B common stock to Sponsor — — 6,900,000 690 — — 6,900,000 690 24,310 — — — 25,000 Excess of cash received over fair value of private placement warrants — — — — — — — — 3,219,000 — — — 3,219,000 Contributions from Sponsor upon transferring Founder Shares to anchor investors — — — — — — — — 3,199,500 — — — 3,199,500 Accretion on Class A common stock subject to possible redemption — — — — — — — — (6,442,810 ) (22,389,913 ) — (22,389,913 ) (28,832,723 ) Forfeiture of Class B common stock shares from Sponsor — — — — (900,000 ) (90 ) (900,000 ) (90 ) — — 90 90 — Net income — — — — — — — — — 994,647 — 994,647 994,647 Balance – December 31, 2021 — — 6,900,000 690 (900,000 ) (90 ) 6,000,000 600 — (21,395,266 ) 90 (21,395,176 ) (21,394,576 ) Net income — — — — — — — — — 3,379,497 — 3,379,497 3,379,497 Balance – March 31, 2022 (unaudited) — — 6,900,000 690 (900,000 ) (90 ) 6,000,000 600 — (18,015,769 ) 90 (18,015,679 ) (18,015,079 ) Net income — — — — — — — — — 2,834,276 — 2,834,276 2,834,276 Balance – June 30, 2022 (unaudited) — — 6,900,000 690 (900,000 ) (90 ) 6,000,000 600 — (15,181,493 ) 90 (15,181,403 ) (15,180,803 ) Increase in redemption value of Class A ordinary shares subject to possible redemption — — — — — — — — — (648,626 ) — (648,626 ) (648,626 ) Net income — — — — — — — — — 2,391,031 — 2,391,031 2,391,031 Balance – September 30, 2022 (unaudited) — $ — 6,900,000 $ 690 (900,000 ) $ (90 ) 6,000,000 $ 600 $ — $ (13,439,088 ) $ 90 $ (13,438,998 ) $ (13,438,398 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes The income tax provision consists of the following for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021: For the For the Current Federal $ 467,991 $ (31,993 ) State — — Deferred Federal (85,640 ) (95,097 ) State — — Change in Valuation allowance 242,233 127,090 Income tax expense $ 624,584 $ — The Company’s net deferred tax assets (liability) is as follows as of December 31, 2022 and 2021: December 31, December 31, Deferred tax assets: Start-up/organization costs $ 369,323 $ 95,097 Net operating loss carryforwards — 31,993 Total deferred tax assets 369,323 127,090 Valuation allowance (369,323 ) (127,090 ) Net deferred tax asset — — Deferred tax liabilities: Unrealized interest on U.S. Treasuries 156,593 Net deferred tax asset (liability) $ (156,593 ) $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) to December 31, 2021, the valuation allowance was $369,323 and $127,090, respectively. As of December 31, 2022, the Company had no A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: Year Ended For the Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (17.9 )% (47.3 )% Offering costs associated with derivative warrant liabilities 0.0 % 14.1 % Gain from expiration of over-allotment option 0.0 % (0.6 )% Change in valuation allowance 1.9 % 12.8 % Income tax expense 5.0 % 0.0 % There were no No Revision of 2021 Income Tax Provision The Company’s income tax footnote disclosure for the period from April 20, 2021 (inception) through December 31, 2021 and as of December 31, 2021 as reported in its Annual Report on Form 10 -K Income Tax Provision Period from Period from Period from As previously reported Adjustment As revised Current Federal $ 631,204 $ (663,197 ) $ (31,993 ) State — Deferred Federal (95,097 ) — (95,097 ) State — Valuation allowance (536,107 ) 663,197 127,090 Income tax provision (benefit) $ — $ — $ — Deferred tax assets (liability) December 31, December 31, December 31, As previously Adjustment As revised Deferred tax assets: Start-up/Organization costs $ 95,097 $ — $ 95,097 Net operating loss carryforwards (631,204 ) 663,197 31,993 Total deferred tax assets (536,107 ) 663,197 127,090 Valuation allowance 536,107 (663,197 ) (127,090 ) Net deferred tax asset — — — Reconciliation of effective tax rate (benefit) Period from Period from Period from Statutory federal income tax rate 21.0 % 0.0 % 21.0 % Change in fair value of derivative warrant liabilities 47.3 % (94.6 )% (47.3 )% Offering costs associated with derivative warrant liabilities (14.1 )% 28.2 % 14.1 % Gain from expiration of over-allotment option (0.3 )% (0.3 )% (0.6 )% Change in valuation allowance (53.9 )% 66.7 % 12.8 % Income Tax Expense 0.0 % 0.0 % 0.0 % |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form10 -K | Basis of Presentation The accompanying financial statements are presented in U.S. dollars 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term no | Cash and Cash Equivalents The Company considers all short -term no |
Restricted Cash | Restricted Cash The Company has approximately $306,096 of restricted cash to be used to pay for taxes as of September 30, 2023. There was no restricted cash balance as of December 31, 2022. | |
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. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | Concentration of Credit Risk The Company has significant cash balances at financial institutions, which throughout the year regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. 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. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds 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 these securities are included in net gain (loss) on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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,” equals or approximates the carrying amounts represented in the condensed balance sheets, except for the derivative liabilities (see Note 9). | 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,” equals or approximates the carrying amounts represented in the balance sheets, except for the derivative liabilities (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non -current The Company granted the underwriters a 45 -day -allotments -allotment -Scholes -allotment The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk -free | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non -current The Company granted the underwriters a 45 -day -allotments -allotment -Scholes -allotment |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current |
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 statement 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. Deferred tax assets were offset by a full valuation allowance as of September 30, 2023 and December 31, 2022. The deferred tax liability as of September 30, 2023 and December 31, 2022 was $0 and $156,593, respectively. 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. Tax expense of approximately $52,000 and $242,000 was recognized for the three months ended September 30, 2023 and 2022, respectively, and amounts of approximately $637,000 and $242,000 were recognized for the nine months ended September 30, 2023 and 2022, respectively. 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 statement 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. Deferred tax assets were offset by a full valuation allowance as of December 31, 2022 and 2021. 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 Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,000,945 and 24,000,000 shares of Class A common stock subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 24,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in |
Net Income Per Common Share | Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 -dilutive The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (64,374 ) $ (138,726 ) $ (24,481 ) $ 1,912,825 $ 478,206 Denominator: Basic and diluted weighted average common shares outstanding 2,366,608 5,100,000 900,000 24,000,000 6,000,000 Basic and diluted net (loss) income per common share $ (0.03 ) $ (0.03 ) $ (0.03 ) $ 0.08 $ 0.08 For the Nine Months Ended 2023 2022 Class A Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 159,231 $ 75,165 $ 50,033 $ 6,883,843 $ 1,720,961 Denominator: Basic and diluted weighted average common shares outstanding 7,637,976 3,605,495 2,400,000 24,000,000 6,000,000 Basic and diluted net income per common share $ 0.02 $ 0.02 $ 0.02 $ 0.29 $ 0.29 | Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 9,525,947 $ 2,381,487 $ 654,633 $ 340,014 Denominator: Basic and diluted weighted average common shares outstanding 24,000,000 6,000,000 10,875,000 6,000,000 Basic and diluted net income per common share $ 0.40 $ 0.40 $ 0.06 $ 0.06 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. | Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Basic and Diluted Net Income Per Share | The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (64,374 ) $ (138,726 ) $ (24,481 ) $ 1,912,825 $ 478,206 Denominator: Basic and diluted weighted average common shares outstanding 2,366,608 5,100,000 900,000 24,000,000 6,000,000 Basic and diluted net (loss) income per common share $ (0.03 ) $ (0.03 ) $ (0.03 ) $ 0.08 $ 0.08 For the Nine Months Ended 2023 2022 Class A Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 159,231 $ 75,165 $ 50,033 $ 6,883,843 $ 1,720,961 Denominator: Basic and diluted weighted average common shares outstanding 7,637,976 3,605,495 2,400,000 24,000,000 6,000,000 Basic and diluted net income per common share $ 0.02 $ 0.02 $ 0.02 $ 0.29 $ 0.29 | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 9,525,947 $ 2,381,487 $ 654,633 $ 340,014 Denominator: Basic and diluted weighted average common shares outstanding 24,000,000 6,000,000 10,875,000 6,000,000 Basic and diluted net income per common share $ 0.40 $ 0.40 $ 0.06 $ 0.06 |
Class A Shares of Common Stoc_2
Class A Shares of Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class A Shares of Common Stock Subject to Possible Redemption [Abstract] | ||
Schedule of Class A Common Stock Subject to Possible Redemption | The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 240,000,000 Less: Fair value of Public Warrants at issuance (7,582,627 ) Offering costs allocated to Class A common stock subject to possible redemption (20,050,096 ) Plus: Accretion on Class A common stock subject to possible redemption amount 31,230,313 Class A common stock subject to possible redemption at December 31, 2022 243,597,590 Less: Redemptions (234,830,236 ) Accretion of carrying value to redemption value (2,672,720 ) Plus: Waiver of underwriting fee allocated to Class A Common Stock 5,126,890 Class A common stock subject to possible redemption at September 30, 2023 $ 11,221,524 | The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 240,000,000 Less: Fair value of Public Warrants at issuance (7,582,627 ) Offering costs allocated to Class A common stock subject to possible redemption (20,050,096 ) Plus: Accretion on Class A common stock subject to possible redemption amount 28,832,723 Class A common stock subject to possible redemption at December 31, 2021 241,200,000 Increase in redemption value of Class A common stock subject to possible redemption 2,397,590 Class A common stock subject to possible redemption at December 31, 2022 $ 243,597,590 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 10,426,124 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 390,600 $ — Derivative liabilities-private warrants $ — $ 283,205 $ — December 31, 2022 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 244,314,622 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 49,200 $ — Derivative liabilities-private warrants $ — $ 35,690 $ — | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 244,314,622 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 49,200 $ — Derivative liabilities-private warrants $ — $ 35,690 $ — Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 241,187,929 $ — $ — Liabilities: Derivative liabilities-public warrants $ 6,240,000 $ — $ — Derivative liabilities-private warrants $ — $ — $ 4,556,190 |
Schedule of Disclosure in Tabular form of Significant Unobservable Inputs Used in the Measurement of Forward Purchase Agreement Liability | The fair value was adjusted for the market implied likelihood of completing a business combination. The key inputs are summarized below: Valuation Date Common Probability Maximum Risk Free Implied 3/29/2023 $ 10.35 14.00 % 3.74 3.74 % 2.90 % 3/31/2023 $ 10.22 14.00 % 3.73 3.68 % 3.50 % 6/30/2023 $ 10.43 14.00 % 3.48 3.74 % 2.30 % | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, Exercise price $ 11.50 Stock price $ 9.77 Volatility 10.0 % Risk-free rate 1.31 % Dividend yield 0.0 % |
Schedule of Key Inputs | Description Carrying Change Carrying Liabilities: Forward Purchase Agreement $ 86,369 $ (86,369 ) $ — | |
Schedule of Fair Value of the Derivative Liabilities Measured using Level 3 inputs | The change in the fair value of the Level 3 derivative warrant liabilities for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative liabilities at December 31, 2021 $ 4,556,190 Change in fair value of derivative warrant liabilities (3,686,170 ) Transfer to Level 2 (870,020 ) Derivative liabilities at December 31, 2022 $ — Derivative liabilities at April 20, 2021 (inception) $ — Issuance of Public and Private Warrants 13,041,000 Over-allotment option 22,627 Transfer of Public Warrants to Level 1 (8,160,000 ) Change in fair value of derivative warrant liabilities (347,437 ) Derivative liabilities at December 31, 2021 $ 4,556,190 |
Revision to Previously Report_2
Revision to Previously Reported Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revision to Previously Reported Financial Statements [Abstract] | |
Schedule of Revision to Previously Reported Financial Statements | December 31, 2021: As of December 31, 2021 As Previously Reported Adjustment As Revised Class B common stock $ 690 $ (90 ) $ 600 Accumulated deficit $ (21,395,266 ) $ 90 $ 21,395,176 Shares of Class B common stock 6,900,000 (900,000 ) 6,000,000 March 31, 2022 (unaudited): As of March 31, 2022 As Previously Reported Adjustment As Revised Class B common stock 690 (90 ) 600 Accumulated deficit (18,015,769 ) 90 (18,015,679 ) Shares of Class B common stock 6,900,000 (900,000 ) 6,000,000 June 30, 2022 (unaudited): As of June 30, 2022 As Previously Reported Adjustment As Revised Class B common stock $ 690 $ (90 ) $ 600 Accumulated deficit (15,181,493 ) 90 (15,181,403 ) Shares of Class B common stock 6,900,000 (900,000 ) 6,000,000 September 30, 2022 (unaudited): As of September 30, 2022 As Previously Reported Adjustment As Revised Class B common stock $ 690 $ (90 ) $ 600 Accumulated deficit (13,439,088 ) 90 (13,438,998 ) Shares of Class B common stock 6,900,000 (900,000 ) 6,000,000 |
Statement of Changes in Stockholders’ Deficit: | Statement of Changes in Stockholders’ Deficit: Common Stock Accumulated Deficit Total Class A Class B Class B Class B Additional As Adjustment Revised Shares Amount Shares Amount Shares Amount Shares Amount Balance – April 20, 2021 — $ — — $ — — $ — — $ — $ — $ — $ — $ — $ — Issuance of Class B common stock to Sponsor — — 6,900,000 690 — — 6,900,000 690 24,310 — — — 25,000 Excess of cash received over fair value of private placement warrants — — — — — — — — 3,219,000 — — — 3,219,000 Contributions from Sponsor upon transferring Founder Shares to anchor investors — — — — — — — — 3,199,500 — — — 3,199,500 Accretion on Class A common stock subject to possible redemption — — — — — — — — (6,442,810 ) (22,389,913 ) — (22,389,913 ) (28,832,723 ) Forfeiture of Class B common stock shares from Sponsor — — — — (900,000 ) (90 ) (900,000 ) (90 ) — — 90 90 — Net income — — — — — — — — — 994,647 — 994,647 994,647 Balance – December 31, 2021 — — 6,900,000 690 (900,000 ) (90 ) 6,000,000 600 — (21,395,266 ) 90 (21,395,176 ) (21,394,576 ) Net income — — — — — — — — — 3,379,497 — 3,379,497 3,379,497 Balance – March 31, 2022 (unaudited) — — 6,900,000 690 (900,000 ) (90 ) 6,000,000 600 — (18,015,769 ) 90 (18,015,679 ) (18,015,079 ) Net income — — — — — — — — — 2,834,276 — 2,834,276 2,834,276 Balance – June 30, 2022 (unaudited) — — 6,900,000 690 (900,000 ) (90 ) 6,000,000 600 — (15,181,493 ) 90 (15,181,403 ) (15,180,803 ) Increase in redemption value of Class A ordinary shares subject to possible redemption — — — — — — — — — (648,626 ) — (648,626 ) (648,626 ) Net income — — — — — — — — — 2,391,031 — 2,391,031 2,391,031 Balance – September 30, 2022 (unaudited) — $ — 6,900,000 $ 690 (900,000 ) $ (90 ) 6,000,000 $ 600 $ — $ (13,439,088 ) $ 90 $ (13,438,998 ) $ (13,438,398 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Effective Income Tax Rate | The income tax provision consists of the following for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021: For the For the Current Federal $ 467,991 $ (31,993 ) State — — Deferred Federal (85,640 ) (95,097 ) State — — Change in Valuation allowance 242,233 127,090 Income tax expense $ 624,584 $ — Period from Period from Period from As previously reported Adjustment As revised Current Federal $ 631,204 $ (663,197 ) $ (31,993 ) State — Deferred Federal (95,097 ) — (95,097 ) State — Valuation allowance (536,107 ) 663,197 127,090 Income tax provision (benefit) $ — $ — $ — |
Schedule of Company's Net Deferred Tax Asset (Liability) | The Company’s net deferred tax assets (liability) is as follows as of December 31, 2022 and 2021: December 31, December 31, Deferred tax assets: Start-up/organization costs $ 369,323 $ 95,097 Net operating loss carryforwards — 31,993 Total deferred tax assets 369,323 127,090 Valuation allowance (369,323 ) (127,090 ) Net deferred tax asset — — Deferred tax liabilities: Unrealized interest on U.S. Treasuries 156,593 Net deferred tax asset (liability) $ (156,593 ) $ — December 31, December 31, December 31, As previously Adjustment As revised Deferred tax assets: Start-up/Organization costs $ 95,097 $ — $ 95,097 Net operating loss carryforwards (631,204 ) 663,197 31,993 Total deferred tax assets (536,107 ) 663,197 127,090 Valuation allowance 536,107 (663,197 ) (127,090 ) Net deferred tax asset — — — |
Schedule of Reconciliation of Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: Year Ended For the Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (17.9 )% (47.3 )% Offering costs associated with derivative warrant liabilities 0.0 % 14.1 % Gain from expiration of over-allotment option 0.0 % (0.6 )% Change in valuation allowance 1.9 % 12.8 % Income tax expense 5.0 % 0.0 % Period from Period from Period from Statutory federal income tax rate 21.0 % 0.0 % 21.0 % Change in fair value of derivative warrant liabilities 47.3 % (94.6 )% (47.3 )% Offering costs associated with derivative warrant liabilities (14.1 )% 28.2 % 14.1 % Gain from expiration of over-allotment option (0.3 )% (0.3 )% (0.6 )% Change in valuation allowance (53.9 )% 66.7 % 12.8 % Income Tax Expense 0.0 % 0.0 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Jun. 07, 2024 | Sep. 06, 2023 | Aug. 17, 2023 | Aug. 10, 2023 | Mar. 28, 2023 | Mar. 06, 2023 | Mar. 06, 2023 | Sep. 13, 2021 | Sep. 13, 2021 | Sep. 07, 2021 | Sep. 07, 2021 | Aug. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 07, 2023 | May 02, 2023 | Mar. 31, 2023 | May 05, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Entity incorporation date | Apr. 20, 2021 | Apr. 20, 2021 | |||||||||||||||||||
Gross proceeds | $ 240,000,000 | ||||||||||||||||||||
Shares Issued, price per share (in Dollars per share) | $ 1 | $ 0.004 | |||||||||||||||||||
Percentage of aggregate fair market value of assets. | 80% | ||||||||||||||||||||
Ownership interest to be acquired on post-transaction company. | 50% | ||||||||||||||||||||
Share price (in Dollars per share) | $ 10.05 | $ 10.05 | $ 10.05 | ||||||||||||||||||
Percentage of shares voted | 65% | ||||||||||||||||||||
Interest to pay dissolution expenses, maximum | $ 100,000 | ||||||||||||||||||||
Tangible asset. | $ 5,000,001 | ||||||||||||||||||||
Business combination days | May 07, 2023 | May 07, 2023 | |||||||||||||||||||
Deposited amount | $ 80,000 | $ 80,000 | $ 80,000 | ||||||||||||||||||
Expenses incurred | $ 300,000 | ||||||||||||||||||||
Avila payment, description | 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. | ||||||||||||||||||||
Advancing amount | $ 480,000 | $ 420,000 | |||||||||||||||||||
Deposits | $ 20,000 | $ 20,000 | |||||||||||||||||||
Common stock redeemed (in Shares) | 1,847,662 | ||||||||||||||||||||
Total redemption payment | $ 19,208,848 | $ 215,621,387 | $ 215,621,387 | ||||||||||||||||||
U.S. federal rate | 1% | 1% | 21% | 21% | |||||||||||||||||
Excise tax payable | $ 2,348,302 | ||||||||||||||||||||
Percentage of excise tax | 1% | ||||||||||||||||||||
Operating expenses | $ 0 | ||||||||||||||||||||
Working capital deficit | 360,000 | 3,193,049 | 360,000 | ||||||||||||||||||
Loan from Sponsor | $ 163,000 | 163,000 | |||||||||||||||||||
Repaid Note balance | $ 6,000 | $ 6,000 | $ 157,000 | $ 157,000 | |||||||||||||||||
Aggregate principal amount | 480,000 | ||||||||||||||||||||
Sponsor advance | $ 480,000 | ||||||||||||||||||||
Price per unit (in Dollars per share) | $ 1 | ||||||||||||||||||||
Investments maximum maturity term. | 185 days | ||||||||||||||||||||
Deferred underwriting commissions | 12,000,000 | $ 6,600,000 | 12,000,000 | ||||||||||||||||||
Restricted investments term | 185 days | ||||||||||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||||
Percentage of public shares redeemed | 100% | 100% | |||||||||||||||||||
Dissolution expenses | $ 100,000 | $ 100,000 | |||||||||||||||||||
Minimum share price of the residual assets remaining available for distribution (in Dollars per share) | $ 10.05 | $ 10.05 | |||||||||||||||||||
Operating bank account | $ 172,000 | $ 172,000 | |||||||||||||||||||
Payment of offering costs | $ 25,000 | $ 25,000 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Shares Issued, price per share (in Dollars per share) | $ 0.02 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Percentage of public shares | 20% | ||||||||||||||||||||
Percentage of fair market value | 80% | 80% | |||||||||||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ 10.05 | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Percentage of public shares | 100% | ||||||||||||||||||||
Redeeming public shares percentage | 20% | 20% | |||||||||||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ 10.05 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Derivate warrant liabilities | $ 668,000 | $ 668,000 | |||||||||||||||||||
Price of warrant (in Dollars per share) | $ 1 | ||||||||||||||||||||
Private Placement Warrants [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Private placement warrant issued (in Shares) | 8,700,000 | 8,700,000 | |||||||||||||||||||
Price of warrant (in Dollars per share) | $ 11.5 | $ 11.5 | $ 1 | ||||||||||||||||||
Proceeds from issuance of warrants | $ 8,700,000 | $ 8,700,000 | $ 8,700,000 | ||||||||||||||||||
Warrants issued (in Shares) | 8,700,000 | 8,700,000 | |||||||||||||||||||
Warrants price per share (in Dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||
IPO [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Number of units issued (in Shares) | 24,000,000 | 24,000,000 | |||||||||||||||||||
Gross proceeds | $ 241,200,000 | ||||||||||||||||||||
Shares Issued, price per share (in Dollars per share) | $ 10.05 | ||||||||||||||||||||
Share price (in Dollars per share) | $ 10.05 | $ 10.05 | |||||||||||||||||||
Payment to acquire restricted investments | $ 241,200,000 | ||||||||||||||||||||
IPO [Member] | Forward Share Purchase Agreement [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Common stock purchased (in Shares) | 2,376,000 | ||||||||||||||||||||
shares of common stock (in Shares) | 2,500,000 | ||||||||||||||||||||
IPO [Member] | Warrant [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Derivate warrant liabilities | $ 668,000 | $ 668,000 | |||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Private placement warrant issued (in Shares) | 7,500,000 | 7,500,000 | |||||||||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Price of warrant (in Dollars per share) | $ 1 | ||||||||||||||||||||
Proceeds from issuance of warrants | $ 8,700,000 | ||||||||||||||||||||
Public Stockholders [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share price (in Dollars per share) | $ 10.05 | ||||||||||||||||||||
Trust Account Assets [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share price (in Dollars per share) | 10.05 | ||||||||||||||||||||
Public Share [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share price (in Dollars per share) | 10.05 | ||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Gross proceeds | $ 240,000,000 | $ 240,000,000 | |||||||||||||||||||
Private placement warrant issued (in Shares) | 1 | 1 | 20,700,000 | 20,700,000 | |||||||||||||||||
Price of warrant (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Number of shares in extension (in Shares) | 21,151,393 | ||||||||||||||||||||
Percentage of shares issued and outstanding | 88.10% | ||||||||||||||||||||
Trust account | $ 28,744,831 | ||||||||||||||||||||
Common shares, outstanding (in Shares) | 2,848,607 | ||||||||||||||||||||
Common shares, issued (in Shares) | 2,848,607 | ||||||||||||||||||||
Common stock redeemed (in Shares) | 21,151,393 | 21,151,393 | |||||||||||||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Price of warrant (in Dollars per share) | $ 11.5 | ||||||||||||||||||||
Class A Common Stock [Member] | IPO [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Number of units issued (in Shares) | 24,000,000 | ||||||||||||||||||||
Gross proceeds | $ 240,000,000 | $ 240,000,000 | |||||||||||||||||||
Offering costs | 17,500,000 | 17,500,000 | |||||||||||||||||||
Deferred underwriting commissions | $ 12,000,000 | $ 12,000,000 | |||||||||||||||||||
Initial public offering shares (in Shares) | 24,000,000 | 24,000,000 | |||||||||||||||||||
Offering costs | $ 17,500,000 | $ 17,500,000 | |||||||||||||||||||
Deferred underwriting commissions | 12,000,000 | 12,000,000 | |||||||||||||||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | $ 668,000 | |||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Class B Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Initial public offering shares (in Shares) | 6,900,000 | ||||||||||||||||||||
Investment Company Act of Nineteen Forty [Member] | Minimum [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Ownership percentage | 50% | 50% | |||||||||||||||||||
Authorized Management [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Deposited amount | $ 80,000 | ||||||||||||||||||||
Management [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Deposited amount | $ 80,000 | ||||||||||||||||||||
Inflation Reduction Act 2022 [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Federal excise tax | 1% | ||||||||||||||||||||
Excise tax of fair market value | 1% | ||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 480,000 | ||||||||||||||||||||
Offering cost | $ 25,000 | $ 25,000 | |||||||||||||||||||
Sponsor [Member] | Minimum [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Percentage of public shares | 20% | ||||||||||||||||||||
Sponsor [Member] | Maximum [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Percentage of public shares. | 100% | ||||||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Private placement warrant issued (in Shares) | 1,200,000 | 1,200,000 | |||||||||||||||||||
Warrants issued (in Shares) | 7,500,000 | 7,500,000 | |||||||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Working capital loans outstanding | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Cantor and Odeon [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Warrants issued (in Shares) | 1,200,000 | 1,200,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 07, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cash equivalents | |||||||
Restricted cash | 306,096 | 306,096 | |||||
Federal deposit coverage limit | 250,000 | $ 250,000 | |||||
Maturity days | 185 years | ||||||
Deferred tax liability | 0 | $ 0 | 156,593 | ||||
Tax expense | 52,000 | $ 242,000 | 637,000 | $ 242,000 | |||
Unrecognized tax benefits | |||||||
Unrecognized tax benefits, accrued for the payment of interest and penalties | |||||||
FDIC insured amount | $ 250,000 | ||||||
Term of restricted investments | 185 days | ||||||
Over-Allotment Option [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Number of additional units (in Shares) | 3,600,000 | ||||||
Overallotment option vesting period | 45 days | ||||||
Common stock shares subscribed but not yet issued (in Shares) | 3,600,000 | ||||||
Class A Common Stock [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Class A ordinary shares, shares subject to possible redemption outstanding (in Shares) | 1,000,945 | 1,000,945 | 24,000,000 | 24,000,000 | |||
Warrants to purchase aggregate of common stock (in Shares) | 20,700,000 | ||||||
Number of common stock into which the class of warrant or right may be converted (in Shares) | 20,700,000 | 1 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class A redeemable [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (64,374) | $ 1,912,825 | $ 159,231 | $ 6,883,843 | ||
Basic weighted average common shares outstanding | 2,366,608 | 24,000,000 | 7,637,976 | 24,000,000 | ||
Basic net income per common share | $ (0.03) | $ 0.08 | $ 0.02 | $ 0.29 | ||
Class A non- redeemable [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (138,726) | $ 75,165 | ||||
Basic weighted average common shares outstanding | 5,100,000 | 3,605,495 | ||||
Basic net income per common share | $ (0.03) | $ 0.02 | ||||
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (24,481) | $ 478,206 | $ 340,014 | $ 50,033 | $ 1,720,961 | $ 2,381,487 |
Basic weighted average common shares outstanding | 900,000 | 6,000,000 | 2,400,000 | 6,000,000 | ||
Basic net income per common share | $ (0.03) | $ 0.08 | $ 0.06 | $ 0.02 | $ 0.29 | $ 0.4 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share (Parentheticals) - $ / shares | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class A redeemable [Member] | ||||||
Schedule of Basic and Diluted Net Income Per Share [Abstract] | ||||||
Diluted weighted average common shares outstanding | 2,366,608 | 24,000,000 | 7,637,976 | 24,000,000 | ||
Diluted net income per common share | $ (0.03) | $ 0.08 | $ 0.02 | $ 0.29 | ||
Class A non- redeemable [Member] | ||||||
Schedule of Basic and Diluted Net Income Per Share [Abstract] | ||||||
Diluted weighted average common shares outstanding | 5,100,000 | 3,605,495 | ||||
Diluted net income per common share | $ (0.03) | $ 0.02 | ||||
Class B Common Stock [Member] | ||||||
Schedule of Basic and Diluted Net Income Per Share [Abstract] | ||||||
Diluted weighted average common shares outstanding | 900,000 | 6,000,000 | 6,000,000 | 2,400,000 | 6,000,000 | 6,000,000 |
Diluted net income per common share | $ (0.03) | $ 0.08 | $ 0.06 | $ 0.02 | $ 0.29 | $ 0.40 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 07, 2021 | Sep. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 17, 2023 | |
Initial Public Offering [Line Items] | |||||||
Proceeds received from initial public offering, gross (in Dollars) | $ 240,000,000 | ||||||
Price per founder share (in Dollars per share) | $ 0.004 | $ 1 | |||||
Deferred underwriting commissions (in Dollars) | $ 12,000,000 | $ 6,600,000 | $ 12,000,000 | ||||
Warrant [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Derivative warrant liabilities (in Dollars) | $ 668,000 | $ 668,000 | |||||
Class of warrants or rights exercise price (in Dollars per share) | $ 1 | ||||||
IPO [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Number of units issued | 24,000,000 | 24,000,000 | |||||
Proceeds received from initial public offering, gross (in Dollars) | $ 241,200,000 | ||||||
Price per founder share (in Dollars per share) | $ 10.05 | ||||||
IPO [Member] | Warrant [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Derivative warrant liabilities (in Dollars) | $ 668,000 | $ 668,000 | |||||
Over-Allotment Option [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Additional units | 3,600,000 | ||||||
Overallotment option vesting period | 45 days | ||||||
Common stock shares subscribed but not yet issued | 3,600,000 | 3,600,000 | |||||
Class A Common Stock [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Proceeds received from initial public offering, gross (in Dollars) | $ 240,000,000 | $ 240,000,000 | |||||
Class of warrants or rights number of shares covered by each warrants or right | 1 | 1 | 20,700,000 | 20,700,000 | |||
Class of warrants or rights exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |||||
Class A Common Stock [Member] | IPO [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Number of units issued | 24,000,000 | ||||||
Proceeds received from initial public offering, gross (in Dollars) | $ 240,000,000 | $ 240,000,000 | |||||
Offering costs (in Dollars) | 17,500,000 | 17,500,000 | |||||
Deferred underwriting commissions (in Dollars) | $ 12,000,000 | $ 12,000,000 | |||||
Number of shares in a unit | 1 | ||||||
Stock issued during period shares | 24,000,000 | 24,000,000 | |||||
Offering costs (in Dollars) | $ 17,500,000 | $ 17,500,000 | |||||
Deferred underwriting commissions (in Dollars) | 12,000,000 | 12,000,000 | |||||
Offering costs allocated to derivative warrant liabilities (in Dollars) | $ 668,000 | 668,000 | |||||
Anchor Investor [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Number of units issued | 23,760,000 | ||||||
Anchor Investor [Member] | Founder Shares [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Price per founder share (in Dollars per share) | $ 2.37 | ||||||
Esimated fair value of shares sold to investor (in Dollars) | $ 3,200,000 | $ 3,200,000 | |||||
Estimated fair value of shares sold to investors price per share (in Dollars per share) | $ 2.37 | ||||||
Anchor Investor [Member] | IPO [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Number of shares purchased by investor | 23,760,000 | ||||||
Stock issued during period shares | 24,000,000 | ||||||
Sponsor [Member] | Anchor Investor [Member] | Founder Shares [Member] | |||||||
Initial Public Offering [Line Items] | |||||||
Number of shares purchased by investor | 1,350,000 | ||||||
Price per founder share (in Dollars per share) | $ 0.004 | $ 0.004 | |||||
Aggregate number of shares transferred to investor | 1,350,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 06, 2023 | Aug. 17, 2023 | Mar. 06, 2023 | Oct. 16, 2021 | Sep. 13, 2021 | Sep. 07, 2021 | Sep. 07, 2021 | Sep. 01, 2021 | Jul. 29, 2021 | May 05, 2021 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 07, 2023 | Jul. 20, 2023 | Jun. 30, 2023 | Apr. 30, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Stock split ratio | the Company effected a 1:1.1162791 stock split of Class B common stock | ||||||||||||||||||||
Share price (in Dollars per share) | $ 10.05 | $ 10.05 | $ 10.05 | ||||||||||||||||||
Debt instrument face value | $ 891,000 | $ 891,000 | |||||||||||||||||||
Incurred amount | $ 30,000 | $ 90,000 | |||||||||||||||||||
Aggregate principal amount | $ 480,000 | ||||||||||||||||||||
Sponsor advance | $ 480,000 | ||||||||||||||||||||
Price per unit (in Dollars per share) | $ 1 | ||||||||||||||||||||
Sponsor advanced total | $ 480,000 | 420,000 | 420,000 | ||||||||||||||||||
Deposits | $ 20,000 | $ 80,000 | 400,000 | 400,000 | |||||||||||||||||
Outstanding per share (in Dollars per share) | $ 0.02 | $ 0.04 | |||||||||||||||||||
Extension deposited | $ 20,000 | ||||||||||||||||||||
due to related party | 420,000 | $ 420,000 | $ 0 | ||||||||||||||||||
Due from related party, descriptin | On July 20, 2023 and August 7, 2023, a total of $891,000 was transferred to the Sponsor from the operating bank account and $150,000 is due from the Sponsor related to the subscription agreement as noted in Note 6, of which a total of $891,000 was paid back on October 10, 2023, October 11, 2023 and November 2, 2023. | ||||||||||||||||||||
due from related party | $ 1,041,000 | $ 1,041,000 | 0 | ||||||||||||||||||
Issuance of ordinary shares | $ 25,000 | 25,000 | |||||||||||||||||||
Proceeds from related party debt | 25,000 | ||||||||||||||||||||
Repayments of related party debt | $ 163,132 | ||||||||||||||||||||
Private Placement Warrants [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Warrants to sponsor (in Shares) | 8,700,000 | 8,700,000 | 8,700,000 | ||||||||||||||||||
Class of warrants or rights exercise price (in Dollars per share) | $ 1 | $ 11.5 | |||||||||||||||||||
Proceeds from issuance of warrants | $ 8,700,000 | $ 8,700,000 | $ 8,700,000 | ||||||||||||||||||
Class of warrants and rights issued during the period (in Shares) | 8,700,000 | 8,700,000 | |||||||||||||||||||
Class of warrants and rights issued, price per warrant (in Dollars per share) | $ 1 | $ 1 | $ 1 | ||||||||||||||||||
Period to exercise warrants after business combination | 30 days | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Class of warrants or rights exercise price (in Dollars per share) | $ 1 | $ 1 | |||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Warrants to sponsor (in Shares) | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Class of warrants or rights exercise price (in Dollars per share) | $ 1 | $ 1 | |||||||||||||||||||
Proceeds from issuance of warrants | $ 8,700,000 | ||||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Common stock shares outstanding (in Shares) | 900,000 | 6,000,000 | 900,000 | 6,000,000 | |||||||||||||||||
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Forfeiture Of Founder Shares In Shares (in Shares) | 900,000 | ||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Common stock shares outstanding (in Shares) | 5,100,000 | 0 | 5,100,000 | 0 | |||||||||||||||||
Warrants to sponsor (in Shares) | 1 | 1 | 20,700,000 | ||||||||||||||||||
Class of warrants or rights exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||||||||||||||
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Class of warrants or rights exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||||||||||||||
Service Agreement [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Related party transaction fees payable per month | $ 40,000 | $ 120,000 | |||||||||||||||||||
Incurred amount | $ 45,000 | $ 135,000 | |||||||||||||||||||
Due to related parties | 10,000 | $ 40,000 | |||||||||||||||||||
Board of Directors [Member] | Service Agreement [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Incurred amount | $ 45,000 | $ 135,000 | |||||||||||||||||||
Working Capital Loans [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Working capital loans | 1,500,000 | ||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Offering cost | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||
Sponsor Contributed capital | $ 100,000 | ||||||||||||||||||||
Borrowed amount | $ 163,000 | ||||||||||||||||||||
Repaid amount | $ 157,000 | ||||||||||||||||||||
Related party transaction fees payable per month | $ 10,000 | ||||||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Warrants to sponsor (in Shares) | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||||||||||||
Class of warrants and rights issued during the period (in Shares) | 7,500,000 | 7,500,000 | |||||||||||||||||||
Sponsor [Member] | Service Agreement [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Related party transaction fees payable per month | 45,000 | $ 180,000 | |||||||||||||||||||
Incurred amount | $ 30,000 | $ 90,000 | |||||||||||||||||||
Due to related parties | $ 0 | 45,000 | |||||||||||||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Debt instrument face value | $ 300,000 | ||||||||||||||||||||
Repaid amount | $ 6,000 | ||||||||||||||||||||
Proceeds from related party debt | 163,000 | ||||||||||||||||||||
Repayments of related party debt | $ 6,000 | $ 157,000 | |||||||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Working capital loans convertible into warrants | $ 1,500,000 | ||||||||||||||||||||
Debt instrument conversion price per warrant (in Dollars per share) | $ 1 | ||||||||||||||||||||
Sponsor [Member] | Office Space, Secretarial and Administrative Services [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Related party transaction fees payable per month | 10,000 | ||||||||||||||||||||
Sponsor [Member] | Service Fee [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Related party transaction fees payable per month | $ 15,000 | ||||||||||||||||||||
Founder [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Issuance of ordinary shares to sponsor shares (in Shares) | 6,181,250 | ||||||||||||||||||||
Founder shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||
Common stock shares subject to forfeiture (in Shares) | 900,000 | 900,000 | |||||||||||||||||||
Founder shares as a percentage | 20% | 20% | |||||||||||||||||||
Founder [Member] | Class B Common Stock [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Issuance of ordinary shares to sponsor shares (in Shares) | 6,181,250 | ||||||||||||||||||||
Stock split ratio | 1.1162791 | ||||||||||||||||||||
Common stock shares outstanding (in Shares) | 900,000 | 6,900,000 | |||||||||||||||||||
Founder shares as a percentage | 20% | ||||||||||||||||||||
Issuance of ordinary shares | $ 25,000 | ||||||||||||||||||||
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||
Founder shares transferred during period shares (in Shares) | 1,350,000 | ||||||||||||||||||||
Founder [Member] | Class B Common Stock [Member] | Maximum [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Common stock shares subject to forfeiture (in Shares) | 900,000 | ||||||||||||||||||||
Founder [Member] | Restriction On Transfer Of Sponsor Shares [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Share price (in Dollars per share) | $ 12 | $ 12 | |||||||||||||||||||
Founder [Member] | Restriction On Transfer Of Sponsor Shares [Member] | Class A Common Stock [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Share price (in Dollars per share) | $ 12 | ||||||||||||||||||||
Lock in period of shares | 1 year | ||||||||||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||||||||||
Waiting period after which the share trading days are considered | 150 days | ||||||||||||||||||||
Founder Shares [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Transferred shares (in Shares) | 1,350,000 | ||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Related party transaction fees payable per month | $ 15,000 | ||||||||||||||||||||
Due to related parties | $ 130,000 | 130,000 | $ 45,000 | ||||||||||||||||||
Service Agreement [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Due to related parties | $ 180,000 | $ 180,000 | $ 45,000 | ||||||||||||||||||
Cantor and Odeon [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||
Class of warrants and rights issued during the period (in Shares) | 1,200,000 | 1,200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | ||||
Aug. 30, 2023 | Aug. 10, 2023 | Mar. 28, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Underwriter waived | $ 5,400,000 | ||||
Deferred underwriter commissions payable | 8,400,000 | ||||
Forgiveness of underwriting fee payable | 273,110 | ||||
Remainder underwriter fee | 3,000,000 | ||||
Deferred underwriting fee payable | $ 6,600,000 | $ 12,000,000 | |||
Reimbursement of expenses | $ 300,000 | ||||
Avila payment, description | 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. | ||||
Sponsor fees | $ 1,000,000 | ||||
Polar funded Sponsor | 150,000 | ||||
Sponsor loaned | $ 150,000 | ||||
issuance share (in Shares) | 1 | ||||
Outstanding Capital (in Shares) | 10 | ||||
Reasonable attorney’s fees | $ 5,000 | ||||
Sponsor, descriptiom | then the Sponsor shall be required to transfer to Polar 0.1 share of Class A Common Stock or Class B Common Stock for each $1 that Polar has funded under the Capital Calls as of the date of such Default and shall be required repeat such issuance for each month the such Default continues. | ||||
Class A Redeemable Shares [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Underwriter fee allocated | $ 5,126,890 | ||||
Underwriting Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Underwriting discount per unit (in Dollars per share) | $ 0.2 | ||||
Deferred underwriting commissions | $ 12,000,000 | ||||
Additional deferred underwriting commission payable per unit (in Dollars per share) | $ 0.7 | ||||
Additional deferred underwriting commission payable non current | $ 2,500,000 | $ 2,500,000 | |||
Underwriting discount payable | $ 4,800,000 | ||||
Deferred underwriting commission payable per unit (in Dollars per share) | $ 0.5 | ||||
Deferred underwriting commission payable non current | $ 12,000,000 | ||||
Deferred underwriting commission payable including additional commission | $ 14,500,000 | ||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Additional deferred underwriting commission payable per unit (in Dollars per share) | $ 0.7 | ||||
Forward Share Purchase Agreement [Member] | IPO [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Share Purchase Agreement (in Shares) | 2,376,000 | ||||
Forward Share Purchase Agreement (in Shares) | 2,500,000 | ||||
Underwriting Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Underwriter cash discount | $ 14,500,000 | ||||
(in Dollars per share) | $ 0.5 | ||||
Underwriting Agreement [Member] | IPO [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Underwriting discount per unit (in Dollars per share) | $ 0.2 | ||||
Underwriter cash discount | $ 4,800,000 |
Class A Shares of Common Stoc_3
Class A Shares of Common Stock Subject to Possible Redemption (Details) - USD ($) | Sep. 06, 2023 | Mar. 06, 2023 | Mar. 06, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Shares of Common Stock Subject to Possible Redemption (Details) [Line Items] | ||||||
Temporary equity shares outstanding | 1,847,662 | |||||
Common stock shares outstanding | 65% | |||||
Temporary equity shares issued | 1,000,945 | |||||
Common stock par value (in Dollars) | $ 0.0001 | |||||
Class A Common Stock [Member] | ||||||
Class A Shares of Common Stock Subject to Possible Redemption (Details) [Line Items] | ||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | ||||
Temporary equity, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Temporary equity shares outstanding | 21,151,393 | 21,151,393 | ||||
Common stock shares outstanding | 88.10% | 88.10% | ||||
Temporary equity shares issued | 10,426,000 | 24,000,000 | 24,000,000 | |||
Common stock shares outstanding | 1,000,945 | 24,000,000 | 24,000,000 | |||
Temporary equity, redemption price per share (in Dollars per share) | $ 11.21 | $ 10.14 | $ 10.05 | |||
Class A Common Stock Subject to Possible Redemption [Member] | ||||||
Class A Shares of Common Stock Subject to Possible Redemption (Details) [Line Items] | ||||||
Temporary equity, redemption price per share (in Dollars per share) | $ 10.15 |
Class A Shares of Common Stoc_4
Class A Shares of Common Stock Subject to Possible Redemption (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - Class A Common Stock [Member] - USD ($) | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class A Common Stock Subject to Possible Redemption [Abstract] | ||||
Gross proceeds from Initial Public Offering | $ 240,000,000 | $ 240,000,000 | ||
Less: | ||||
Fair value of Public Warrants at issuance | 7,582,627 | (7,582,627) | ||
Offering costs allocated to Class A common stock subject to possible redemption | 20,050,096 | (20,050,096) | ||
Plus: | ||||
Accretion on Class A common stock subject to possible redemption amount | 31,230,313 | 31,230,313 | ||
Class A common stock subject to possible redemption | $ 243,597,590 | $ 11,221,524 | $ 243,597,590 | $ 241,200,000 |
Less: | ||||
Redemptions | (234,830,236) | |||
Accretion of carrying value to redemption value | (2,672,720) | |||
Plus: | ||||
Waiver of underwriting fee allocated to Class A Common Stock | $ 5,126,890 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 22, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||||
Authorized share | 1,000,000 | 1,000,000 | 1,000,000 | |
Authorized share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred shares | ||||
Preferred shares | ||||
Common stock shares outstanding | 6,100,945 | |||
Voted shares | ||||
Shares issued | 1,000,945 | |||
Class A Common Stock [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Authorized share | 200,000,000 | 200,000,000 | 200,000,000 | |
Stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock issued | 6,100,945 | 24,000,000 | ||
Common stock shares outstanding | 24,000,000 | |||
Common stock issued | 5,100,000 | 0 | 0 | |
Shares outstanding | 5,100,000 | 0 | 0 | |
Voted shares | one | |||
Outstanding shares | 20% | |||
Shares issued | 10,426,000 | 24,000,000 | 24,000,000 | |
Shares outstanding | 1,000,945 | 24,000,000 | 24,000,000 | |
Class B Common Stock [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Authorized share | 20,000,000 | 20,000,000 | 20,000,000 | |
Stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Conversion of stock shares issued | 5,100,000 | |||
Common stock issued | 900,000 | 6,000,000 | 6,000,000 | |
Shares outstanding | 900,000 | 6,000,000 | 6,000,000 | |
Voted shares | one | |||
Class B Common Stock [Member] | Maximum [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Outstanding shares | 20% |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2023 | Aug. 17, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | |||||
Issues additional description | if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||||
Warrants description | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||||
Business combination issue price | $ 0.004 | $ 1 | |||
Warrant exercise price | $ 9.2 | ||||
Warrant adjust rate | 115% | ||||
Redemption trigger price | $ 18 | ||||
Redemption of warrants rate | 180% | ||||
Public Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants outstanding (in Shares) | 12,000,000 | 12,000,000 | |||
Warrants exercise price | $ 11.5 | $ 11.5 | |||
Business event days | 15 days | ||||
Warrants effective day | 60 days | ||||
Warrants expire days | 5 years | ||||
Warrants exercisable day | 30 days | ||||
Public Warrants [Member] | Event Triggering Adjustment To The Exercise Price Of Warrants [Member] | Maximum [Member] | |||||
Warrants (Details) [Line Items] | |||||
Business combination issue price | $ 9.2 | ||||
Public Warrants [Member] | Event Triggering Adjustment To The Exercise Price Of Warrants [Member] | Minimum [Member] | |||||
Warrants (Details) [Line Items] | |||||
Aggregate gross proceeds rate | 60% | ||||
Public Warrants [Member] | Conditions Determining The Redemption Of Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrant price | $ 0.01 | ||||
Warrant redemption day | 30 days | ||||
Warrant exceeds per share | $ 18 | ||||
Trading day | 20 days | ||||
Trading day | 30 days | ||||
Private Placement Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants outstanding (in Shares) | 8,700,000 | 8,700,000 | |||
Warrants exercise price | $ 11.5 | $ 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Measurements (Details) [Line Items] | ||||||
Fair value liabilities | $ 7,000 | $ 1,800,000 | $ 589,000 | $ 8,700,000 | ||
Fair Value Adjustment of Warrants | $ (7,245) | $ (1,790,500) | $ (2,237,915) | $ 588,915 | $ (8,726,170) | $ (10,711,300) |
Risk-free interest rate | 0% | |||||
Derivative Warrant Liabilities [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 0 | |||||
Fair Value Adjustment of Warrants | $ 2,200,000 | $ 10,700,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Membder] | |||
Assets: | |||
Investments held in Trust Account | $ 10,426,124 | $ 244,314,622 | $ 241,187,929 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative Liability | 6,240,000 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Private Warrants [Member] | |||
Liabilities: | |||
Derivative Liability | |||
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Membder] | |||
Assets: | |||
Investments held in Trust Account | |||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative Liability | 390,600 | 49,200 | |
Significant Other Observable Inputs (Level 2) [Member] | Private Warrants [Member] | |||
Liabilities: | |||
Derivative Liability | 283,205 | $ 35,690 | |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities [Membder] | |||
Assets: | |||
Investments held in Trust Account | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative Liability | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | |||
Liabilities: | |||
Derivative Liability | $ 4,556,190 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Disclosure in Tabular form of Significant Unobservable Inputs Used in the Measurement of Forward Purchase Agreement Liability - Forward Purchase Agreement Liability [Member] | Dec. 31, 2022 |
3/29/2023 [Member] | Common Stock Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 10.35 |
3/29/2023 [Member] | Probability of completing BC [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 14 |
3/29/2023 [Member] | Maximum Term yrs [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 3.74 |
3/29/2023 [Member] | Risk Free Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 3.74 |
3/29/2023 [Member] | Implied Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 2.9 |
3/31/2023 [Member]] | Common Stock Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 10.22 |
3/31/2023 [Member]] | Probability of completing BC [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 14 |
3/31/2023 [Member]] | Maximum Term yrs [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 3.73 |
3/31/2023 [Member]] | Risk Free Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 3.68 |
3/31/2023 [Member]] | Implied Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 3.5 |
6/30/2023 [Member] | Common Stock Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 10.43 |
6/30/2023 [Member] | Probability of completing BC [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 14 |
6/30/2023 [Member] | Maximum Term yrs [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 3.48 |
6/30/2023 [Member] | Risk Free Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 3.74 |
6/30/2023 [Member] | Implied Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 2.3 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Key Inputs - Forward Purchase Agreement Liability [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Mar. 29, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Carrying Value at March 29, 2023 | $ 86,369 | |
Change in Fair Value | (86,369) | |
Carrying Value at June 30, 2023 | $ 86,369 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | ||||||||||||
Nov. 06, 2023 | Sep. 06, 2023 | Apr. 03, 2023 | Mar. 28, 2023 | Mar. 06, 2023 | Mar. 06, 2023 | Dec. 31, 2022 | Nov. 07, 2023 | Sep. 30, 2023 | Aug. 07, 2023 | Jul. 20, 2023 | May 02, 2023 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | |||||||||||||
Sponsor loaned amount | $ 891,000 | $ 891,000 | |||||||||||
Banking regulation, mortgage banking, net worth, minimum | $ 5,000,001 | ||||||||||||
Stock redeemed or called during period shares (in Shares) | 1,847,662 | ||||||||||||
Percentage of common stock holding | 65% | ||||||||||||
Temporary equity shares issued (in Shares) | 1,000,945 | ||||||||||||
Business combination date of consummation | May 07, 2023 | May 07, 2023 | |||||||||||
Assets Held-in-trust, noncurrent | $ 80,000 | $ 80,000 | |||||||||||
Underwriter waived all rights | $ 5,400,000 | ||||||||||||
Deferred underwriting commissions payable | 8,400,000 | ||||||||||||
Deferred underwriting fee | $ 3,000,000 | ||||||||||||
Common Class B [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Class A [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Stock redeemed or called during period shares (in Shares) | 21,151,393 | 21,151,393 | |||||||||||
Percentage of common stock holding | 88.10% | 88.10% | |||||||||||
Common stock held in trust | $ 28,744,831 | ||||||||||||
Temporary equity shares issued (in Shares) | 24,000,000 | 10,426,000 | 24,000,000 | ||||||||||
Temporary equity shares outstanding (in Shares) | 24,000,000 | 1,000,945 | 24,000,000 | ||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Principal amount | $ 480,000 | ||||||||||||
Sponsor principal amount | $ 480,000 | ||||||||||||
Deposit in trust account | $ 20,000 | ||||||||||||
Banking regulation, mortgage banking, net worth, minimum | $ 5,000,001 | $ 5,000,001 | |||||||||||
Business combination date of consummation | May 07, 2023 | ||||||||||||
Assets Held-in-trust, noncurrent | $ 80,000 | ||||||||||||
Underwriter waived all rights | $ 5,400,000 | ||||||||||||
Deferred underwriting commissions payable | 8,400,000 | ||||||||||||
Deferred underwriting fee | $ 3,000,000 | ||||||||||||
Subsequent Event [Member] | Common Class B [Member] | Conversion of Class B Common stock to Class A common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Stock redeemed or called during period shares (in Shares) | 21,151,393 | ||||||||||||
Percentage of common stock holding | 88.10% | 88.10% | |||||||||||
Common stock held in trust | $ 28,744,831 | $ 28,744,831 | |||||||||||
Temporary equity shares issued (in Shares) | 2,848,607 | 2,848,607 | |||||||||||
Temporary equity shares outstanding (in Shares) | 2,848,607 | 2,848,607 | |||||||||||
Subsequent Event [Member] | Common Class A [Member] | Conversion of Class B Common stock to Class A common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Revision to Previously Report_3
Revision to Previously Reported Financial Statements (Details) - shares | 12 Months Ended | |
Oct. 16, 2021 | Dec. 31, 2022 | |
Over-Allotment Option [Member] | ||
Revision to Previously Reported Financial Statements (Details) [Line Items] | ||
Overallotment option vesting period | 45 days | |
Common stock shares subscribed but not yet issued | 3,600,000 | |
Common Class B [Member] | ||
Revision to Previously Reported Financial Statements (Details) [Line Items] | ||
Forfeiture of founder shares | 900,000 |
Revision to Previously Report_4
Revision to Previously Reported Financial Statements (Details) - Schedule of Revision to Previously Reported Financial Statements - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
As Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Class B common stock | $ 690 | $ 690 | $ 690 | $ 690 |
Accumulated deficit | $ (13,439,088) | $ (15,181,493) | $ (18,015,769) | $ (21,395,266) |
Shares of Class B common stock (in Shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Class B common stock | $ (90) | $ (90) | $ (90) | $ (90) |
Accumulated deficit | $ 90 | $ 90 | $ 90 | $ 90 |
Shares of Class B common stock (in Shares) | (900,000) | (900,000) | (900,000) | (900,000) |
As Revised [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Class B common stock | $ 600 | $ 600 | $ 600 | $ 600 |
Accumulated deficit | $ (13,438,998) | $ (15,181,403) | $ (18,015,679) | $ 21,395,176 |
Shares of Class B common stock (in Shares) | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 |
Revision to Previously Report_5
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ (10,141,119) | $ (7,347,481) | $ (11,884,732) | $ (15,180,803) | $ (18,015,079) | $ (21,394,576) | $ (11,884,732) | $ (21,394,576) | $ (21,394,576) | |
Issuance of Class B common stock to Sponsor | 25,000 | 25,000 | ||||||||
Excess of cash received over fair value of private placement warrants | 3,219,000 | |||||||||
Contributions from Sponsor upon transferring Founder Shares to anchor investors | 3,199,500 | |||||||||
Accretion on Class A common stock subject to possible redemption | (28,832,723) | |||||||||
Net income | (227,581) | (383,459) | 895,469 | 2,391,031 | 2,834,276 | 3,379,497 | 994,647 | 284,429 | 8,604,804 | 11,907,434 |
Increase in redemption value of Class A ordinary shares subject to possible redemption | (648,626) | |||||||||
Balance | (11,262,254) | (10,141,119) | (7,347,481) | (13,438,398) | (15,180,803) | (18,015,079) | (21,394,576) | (11,262,254) | (13,438,398) | (11,884,732) |
Additional Paid-in Capital [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | 13,631 | |||||||||
Issuance of Class B common stock to Sponsor | 24,310 | |||||||||
Excess of cash received over fair value of private placement warrants | 3,219,000 | |||||||||
Contributions from Sponsor upon transferring Founder Shares to anchor investors | 3,199,500 | |||||||||
Accretion on Class A common stock subject to possible redemption | (6,442,810) | |||||||||
Net income | ||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||||||||
Balance | 13,631 | |||||||||
Retained Earnings [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | (10,141,719) | (7,361,712) | (11,885,332) | (15,181,403) | (18,015,679) | (21,395,176) | (11,885,332) | (21,395,176) | (21,395,176) | |
Net income | (227,581) | (383,459) | 895,469 | 2,391,031 | 2,834,276 | 3,379,497 | 994,647 | 11,907,434 | ||
Balance | (11,262,854) | (10,141,719) | (7,361,712) | (13,438,998) | (15,181,403) | (18,015,679) | (21,395,176) | (11,262,854) | (13,438,998) | (11,885,332) |
Class A Common Stock [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Accretion on Class A common stock subject to possible redemption | (2,672,720) | |||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 2,397,590 | |||||||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ 510 | $ 510 | ||||||||
Balance (in Shares) | 5,100,000 | 5,100,000 | ||||||||
Issuance of Class B common stock to Sponsor (in Shares) | ||||||||||
Forfeiture of Class B common stock shares from Sponsor (in Shares) | ||||||||||
Net income | ||||||||||
Balance | $ 510 | $ 510 | $ 510 | $ 510 | ||||||
Balance (in Shares) | 5,100,000 | 5,100,000 | 5,100,000 | 5,100,000 | ||||||
Class B Common Stock [Member] | Common Stock [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ 90 | $ 90 | $ 600 | $ 600 | $ 600 | $ 600 | $ 600 | $ 600 | $ 600 | |
Balance (in Shares) | 900,000 | 900,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | |
Net income | ||||||||||
Balance | $ 90 | $ 90 | $ 90 | $ 600 | $ 600 | $ 600 | $ 600 | $ 90 | $ 600 | $ 600 |
Balance (in Shares) | 900,000 | 900,000 | 900,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 900,000 | 6,000,000 | 6,000,000 |
Previously Reported [Member] | Retained Earnings [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ (15,181,493) | $ (18,015,769) | $ (21,395,266) | $ (21,395,266) | $ (21,395,266) | |||||
Accretion on Class A common stock subject to possible redemption | (22,389,913) | |||||||||
Forfeiture of Class B common stock shares from Sponsor | ||||||||||
Net income | 2,391,031 | 2,834,276 | 3,379,497 | 994,647 | ||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (648,626) | |||||||||
Balance | (13,439,088) | (15,181,493) | (18,015,769) | (21,395,266) | (13,439,088) | |||||
Previously Reported [Member] | Class B Common Stock [Member] | Common Stock [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||||
Balance (in Shares) | 690 | 690 | 690 | 690 | 690 | |||||
Issuance of Class B common stock to Sponsor | $ 6,900,000 | |||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 690 | |||||||||
Excess of cash received over fair value of private placement warrants | ||||||||||
Contributions from Sponsor upon transferring Founder Shares to anchor investors | ||||||||||
Accretion on Class A common stock subject to possible redemption | ||||||||||
Forfeiture of Class B common stock shares from Sponsor | ||||||||||
Forfeiture of Class B common stock shares from Sponsor (in Shares) | ||||||||||
Net income | ||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||||||||
Balance | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||||
Balance (in Shares) | 690 | 690 | 690 | 690 | 690 | |||||
Adjustment [Member] | Retained Earnings [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ 90 | $ 90 | $ 90 | $ 90 | $ 90 | |||||
Issuance of Class B common stock to Sponsor | ||||||||||
Excess of cash received over fair value of private placement warrants | ||||||||||
Contributions from Sponsor upon transferring Founder Shares to anchor investors | ||||||||||
Forfeiture of Class B common stock shares from Sponsor | 90 | |||||||||
Balance | 90 | 90 | 90 | 90 | 90 | |||||
Adjustment [Member] | Class B Common Stock [Member] | Common Stock [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ (900,000) | $ (900,000) | $ (900,000) | $ (900,000) | $ (900,000) | |||||
Balance (in Shares) | (90) | (90) | (90) | (90) | (90) | |||||
Issuance of Class B common stock to Sponsor (in Shares) | ||||||||||
Excess of cash received over fair value of private placement warrants | ||||||||||
Contributions from Sponsor upon transferring Founder Shares to anchor investors | ||||||||||
Accretion on Class A common stock subject to possible redemption | ||||||||||
Forfeiture of Class B common stock shares from Sponsor | $ (900,000) | |||||||||
Forfeiture of Class B common stock shares from Sponsor (in Shares) | (90) | |||||||||
Net income | ||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||||||||
Balance | $ (900,000) | $ (900,000) | $ (900,000) | $ (900,000) | $ (900,000) | |||||
Balance (in Shares) | (90) | (90) | (90) | (90) | (90) | |||||
As Revised [Member] | Retained Earnings [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ (15,181,403) | $ (18,015,679) | $ (21,395,176) | $ (21,395,176) | $ (21,395,176) | |||||
Issuance of Class B common stock to Sponsor | ||||||||||
Excess of cash received over fair value of private placement warrants | ||||||||||
Contributions from Sponsor upon transferring Founder Shares to anchor investors | ||||||||||
Accretion on Class A common stock subject to possible redemption | (22,389,913) | |||||||||
Forfeiture of Class B common stock shares from Sponsor | 90 | |||||||||
Net income | 2,391,031 | 2,834,276 | 3,379,497 | 994,647 | ||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (648,626) | |||||||||
Balance | (13,438,998) | (15,181,403) | (18,015,679) | (21,395,176) | (13,438,998) | |||||
As Revised [Member] | Class B Common Stock [Member] | Common Stock [Member] | ||||||||||
Revision to Previously Reported Financial Statements (Details) - Statement of Changes in Stockholders’ Deficit: [Line Items] | ||||||||||
Balance | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |||||
Balance (in Shares) | 600 | 600 | 600 | 600 | 600 | |||||
Issuance of Class B common stock to Sponsor | $ 6,900,000 | |||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 690 | |||||||||
Excess of cash received over fair value of private placement warrants | ||||||||||
Contributions from Sponsor upon transferring Founder Shares to anchor investors | ||||||||||
Accretion on Class A common stock subject to possible redemption | ||||||||||
Forfeiture of Class B common stock shares from Sponsor | $ (900,000) | |||||||||
Forfeiture of Class B common stock shares from Sponsor (in Shares) | (90) | |||||||||
Net income | ||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||||||||
Balance | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |||||
Balance (in Shares) | 600 | 600 | 600 | 600 | 600 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule Basic and Diluted Net Income Per Share - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class A Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 654,633 | $ 9,525,947 | ||||
Denominator: | ||||||
Basic and diluted weighted average common shares outstanding | 10,875,000 | 24,000,000 | ||||
Basic and diluted net income per common share | $ 0.06 | $ 0.4 | ||||
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ (24,481) | $ 478,206 | $ 340,014 | $ 50,033 | $ 1,720,961 | $ 2,381,487 |
Denominator: | ||||||
Basic and diluted weighted average common shares outstanding | 900,000 | 6,000,000 | 6,000,000 | 2,400,000 | 6,000,000 | 6,000,000 |
Basic and diluted net income per common share | $ (0.03) | $ 0.08 | $ 0.06 | $ 0.02 | $ 0.29 | $ 0.4 |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption (Details) - Schedule Of Class A Common Stock Subject to Possible Redemption - Class A Common Stock [Member] - USD ($) | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Gross proceeds from Initial Public Offering | $ 240,000,000 | $ 240,000,000 | |
Less: | |||
Fair value of Public Warrants at issuance | (7,582,627) | 7,582,627 | |
Offering costs allocated to Class A common stock subject to possible redemption | (20,050,096) | 20,050,096 | |
Plus: | |||
Accretion on Class A common stock subject to possible redemption amount | 28,832,723 | ||
Class A common stock subject to possible redemption at December 31, 2021 | $ 243,597,590 | 241,200,000 | |
Class A common stock subject to possible redemption at December 31, 2022 | $ 243,597,590 | $ 11,221,524 | 243,597,590 |
Increase in redemption value of Class A common stock subject to possible redemption | $ 2,397,590 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2023 | |
Income Taxes (Details) [Line Items] | |||
Change In valuation allowance | $ 127,090 | $ 369,323 | |
Unrecognized tax benefits | |||
Accrued interest and penalties | |||
State and Local Jurisdiction [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | |||
Foreign Tax Authority [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | $ 152,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Current | |||||||
Federal | $ (31,993) | $ 467,991 | |||||
State | |||||||
Deferred | |||||||
Federal | (95,097) | (85,640) | |||||
State | |||||||
Change in Valuation allowance | 127,090 | 242,233 | |||||
Income tax provision (benefit) | $ 51,725 | $ 241,792 | $ 637,175 | $ 241,792 | $ 624,584 | ||
Previously Reported [Member] | |||||||
Current | |||||||
Federal | 631,204 | ||||||
State | |||||||
Deferred | |||||||
Federal | (95,097) | ||||||
State | |||||||
Change in Valuation allowance | (536,107) | ||||||
Income tax provision (benefit) | |||||||
Revision of Prior Period, Adjustment [Member] | |||||||
Current | |||||||
Federal | (663,197) | ||||||
Deferred | |||||||
Federal | |||||||
Change in Valuation allowance | 663,197 | ||||||
As Revised [Member] | |||||||
Current | |||||||
Federal | (31,993) | ||||||
Deferred | |||||||
Federal | (95,097) | ||||||
Change in Valuation allowance | $ 127,090 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Company's Net Deferred Tax Asset (Liability) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Start-up/Organization costs | $ 369,323 | $ 95,097 |
Net operating loss carryforwards | 31,993 | |
Total deferred tax assets | 369,323 | 127,090 |
Valuation allowance | (369,323) | (127,090) |
Net deferred tax asset | ||
Deferred tax liabilities: | ||
Unrealized interest on U.S. Treasuries | 156,593 | |
Net deferred tax asset (liability) | $ (156,593) | |
Previously Reported [Member] | ||
Deferred tax assets: | ||
Start-up/Organization costs | 95,097 | |
Net operating loss carryforwards | (631,204) | |
Total deferred tax assets | (536,107) | |
Valuation allowance | 536,107 | |
Net deferred tax asset | ||
Revision of Prior Period, Adjustment [Member] | ||
Deferred tax assets: | ||
Start-up/Organization costs | ||
Net operating loss carryforwards | 663,197 | |
Total deferred tax assets | 663,197 | |
Valuation allowance | (663,197) | |
Net deferred tax asset |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 16, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate [Line Items] | ||||
Statutory federal income tax rate | 1% | 1% | 21% | 21% |
Change in fair value of derivative warrant liabilities | (47.30%) | (17.90%) | ||
Offering costs associated with derivative warrant liabilities | 14.10% | 0% | ||
Gain from expiration of over-allotment option | (0.60%) | 0% | ||
Change in valuation allowance | 12.80% | 1.90% | ||
Income tax expense | 0% | 5% | ||
Previously Reported [Member] | ||||
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate [Line Items] | ||||
Statutory federal income tax rate | 21% | |||
Change in fair value of derivative warrant liabilities | 47.30% | |||
Offering costs associated with derivative warrant liabilities | (14.10%) | |||
Gain from expiration of over-allotment option | (0.30%) | |||
Change in valuation allowance | (53.90%) | |||
Income tax expense | 0% | |||
Revision of Prior Period, Adjustment [Member] | ||||
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate [Line Items] | ||||
Statutory federal income tax rate | 0% | |||
Change in fair value of derivative warrant liabilities | (94.60%) | |||
Offering costs associated with derivative warrant liabilities | 28.20% | |||
Gain from expiration of over-allotment option | (0.30%) | |||
Change in valuation allowance | 66.70% | |||
Income tax expense | 0% |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |||
Assets: | |||
Investments held in Trust Account—U.S. Treasury Securities | $ 10,426,124 | $ 244,314,622 | $ 241,187,929 |
Fair Value, Inputs, Level 1 [Member] | Public Warrant [Member] | |||
Liabilities: | |||
Derivative liabilities-public warrants | 6,240,000 | ||
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative liabilities-public warrants | |||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |||
Assets: | |||
Investments held in Trust Account—U.S. Treasury Securities | |||
Fair Value, Inputs, Level 2 [Member] | Public Warrant [Member] | |||
Liabilities: | |||
Derivative liabilities-public warrants | 390,600 | 49,200 | |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative liabilities-public warrants | 283,205 | $ 35,690 | |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |||
Assets: | |||
Investments held in Trust Account—U.S. Treasury Securities | |||
Fair Value, Inputs, Level 3 [Member] | Public Warrant [Member] | |||
Liabilities: | |||
Derivative liabilities-public warrants | |||
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative liabilities-public warrants | $ 4,556,190 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Input - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price (in Dollars per share) | $ 11.5 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Stock price (in Dollars per share) | $ 9.77 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 10% |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free rate | 1.31% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Dividend yield | 0% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Fair Value of the Derivative Liabilities Measured using Level 3 inputs - Fair Value, Inputs, Level 3 [Member] - Derivative Warrant Liabilities [Member] - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 30, 2021 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities at beginning balance | $ 4,556,190 | ||
Derivative liabilities at ending balance | $ 4,556,190 | 4,556,190 | |
Transfer of Public Warrants to Level 1 | (8,160,000) | ||
Change in fair value of derivative warrant liabilities | (347,437) | (3,686,170) | |
Transfer to Level 2 | $ (870,020) | ||
Over-Allotment Option [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Over-allotment option | 22,627 | ||
Public and Private Placement Warrants [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Issuance of Public and Private Warrants | $ 13,041,000 |